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Gartner Inc. – ‘10-Q’ for 6/30/23

On:  Tuesday, 8/1/23, at 6:07am ET   ·   For:  6/30/23   ·   Accession #:  749251-23-39   ·   File #:  1-14443

Previous ‘10-Q’:  ‘10-Q’ on 5/2/23 for 3/31/23   ·   Next:  ‘10-Q’ on 11/3/23 for 9/30/23   ·   Latest:  ‘10-Q’ on 4/30/24 for 3/31/24   ·   3 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 8/01/23  Gartner Inc.                      10-Q        6/30/23   82:9.6M

Quarterly Report   —   Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.49M 
 2: EX-10.1     Material Contract                                   HTML   1.22M 
 3: EX-10.3     Material Contract                                   HTML    131K 
 4: EX-31.1     Certification -- §302 - SOA'02                      HTML     26K 
 5: EX-31.2     Certification -- §302 - SOA'02                      HTML     26K 
 6: EX-32       Certification -- §906 - SOA'02                      HTML     24K 
12: R1          Cover Page                                          HTML     76K 
13: R2          Condensed Consolidated Balance Sheets               HTML    128K 
14: R3          Condensed Consolidated Balance Sheets               HTML     44K 
                (Parentheticals)                                                 
15: R4          Condensed Consolidated Statements of Operations     HTML    106K 
16: R5          Condensed Consolidated Statements of Comprehensive  HTML     52K 
                Income                                                           
17: R6          Condensed Consolidated Statements of Changes in     HTML     71K 
                Stockholders? Equity (Deficit)                                   
18: R7          Condensed Consolidated Statements of Cash Flows     HTML    101K 
19: R8          Business and Basis of Presentation                  HTML     44K 
20: R9          Acquisition and Divestiture                         HTML     26K 
21: R10         Goodwill and Intangible Assets                      HTML     72K 
22: R11         Revenue and Related Matters                         HTML    124K 
23: R12         Computation of Earnings Per Share                   HTML     46K 
24: R13         Stock-Based Compensation                            HTML     51K 
25: R14         Segment Information                                 HTML     96K 
26: R15         Debt                                                HTML     54K 
27: R16         Equity                                              HTML    105K 
28: R17         Income Taxes                                        HTML     28K 
29: R18         Derivatives and Hedging                             HTML     67K 
30: R19         Fair Value Disclosures                              HTML     66K 
31: R20         Contingencies                                       HTML     27K 
32: R21         Leases                                              HTML     97K 
33: R22         Pay vs Performance Disclosure                       HTML     35K 
34: R23         Insider Trading Arrangements                        HTML     28K 
35: R24         Business and Basis of Presentation (Policies)       HTML     60K 
36: R25         Business and Basis of Presentation (Tables)         HTML     45K 
37: R26         Goodwill and Intangible Assets (Tables)             HTML     76K 
38: R27         Revenue and Related Matters (Tables)                HTML    122K 
39: R28         Computation of Earnings Per Share (Tables)          HTML     45K 
40: R29         Stock-Based Compensation (Tables)                   HTML     52K 
41: R30         Segment Information (Tables)                        HTML     92K 
42: R31         Debt (Tables)                                       HTML     41K 
43: R32         Equity (Tables)                                     HTML    101K 
44: R33         Derivatives and Hedging (Tables)                    HTML     68K 
45: R34         Fair Value Disclosures (Tables)                     HTML     63K 
46: R35         Leases (Tables)                                     HTML     56K 
47: R36         Business and Basis of Presentation - Narrative      HTML     26K 
                (Details)                                                        
48: R37         Business and Basis of Presentation - Cash and Cash  HTML     34K 
                Equivalents and Restricted Cash (Details)                        
49: R38         Acquisition and Divestiture (Details)               HTML     58K 
50: R39         Goodwill and Intangible Assets - Changes to the     HTML     47K 
                Carrying Amount of Goodwill by Segment (Details)                 
51: R40         Goodwill and Intangible Assets - Carrying Amounts   HTML     61K 
                of Amortizable Intangible Assets (Details)                       
52: R41         Goodwill and Intangible Assets - Estimated Future   HTML     37K 
                Amortization Expense By Year From Amortizable                    
                Intangibles (Details)                                            
53: R42         Revenue and Related Matters - Disaggregation of     HTML     55K 
                Revenue by Geographic Area (Details)                             
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                Recognition Liabilities per Segment (Details)                    
55: R44         Revenue and Related Matters - Revenue Remaining     HTML     34K 
                Performance Obligation (Details)                                 
56: R45         Revenue and Related Matters - Schedule of Contract  HTML     40K 
                with Customer, Asset and Liability (Details)                     
57: R46         Computation of Earnings Per Share - Calculations    HTML     58K 
                Of Basic And Diluted (Loss) Earnings Per Share                   
                (Details)                                                        
58: R47         Computation of Earnings Per Share - Additional      HTML     24K 
                information (Details)                                            
59: R48         Stock-Based Compensation - Narrative (Details)      HTML     26K 
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                Compensation Expense by Award Type and Expense                   
                Category (Details)                                               
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                Segments (Details)                                               
62: R51         Segment Information - Reconciliation of Segment     HTML     74K 
                Gross Contribution to Net Income (Details)                       
63: R52         Debt - Borrowings (Details)                         HTML     51K 
64: R53         Debt - Footnote to Borrowings (Details)             HTML     69K 
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66: R55         Debt - Interest Rate Swaps (Details)                HTML     40K 
67: R56         Equity - Share Repurchase Program and Share         HTML     48K 
                Repurchase Activity (Details)                                    
68: R57         Equity - Changes in AOCI/L by Component (Details)   HTML     62K 
69: R58         Income Taxes (Details)                              HTML     33K 
70: R59         Derivatives and Hedging - Outstanding Derivatives   HTML     49K 
                Contracts (Details)                                              
71: R60         Derivatives and Hedging - Derivative Gains And      HTML     33K 
                Losses That Have Been Recognized In Condensed                    
                Consolidated Statements Of Operations (Details)                  
72: R61         Fair Value Disclosures - Assets And Liabilities     HTML     43K 
                Measured At Fair Value On Recurring Basis                        
                (Details)                                                        
73: R62         Fair Value Disclosures - Fair Value of Debt         HTML     42K 
                Instruments (Details)                                            
74: R63         Fair Value Disclosures - Narrative (Details)        HTML     28K 
75: R64         Leases - Narrative (Details)                        HTML     36K 
76: R65         Leases - Net Lease Costs (Details)                  HTML     42K 
77: R66         Leases - Supplemental Balance Sheet Information     HTML     30K 
                (Details)                                                        
80: XML         IDEA XML File -- Filing Summary                      XML    145K 
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‘10-Q’   —   Quarterly Report

Document Table of Contents

Page (sequential)   (alphabetic) Top
 
11st Page  –  Filing Submission
"Part I. Financial Information
"Item 1. FINANCIAL STATEMENTS (Unaudited)
"Condensed Consolidated Balance Sheets at June 30, 2023 and December 31, 2022
"Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022
"Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2023 and 2022
"Condensed Consolidated Statements of Changes in Stockholders' Equity
"Deficit
"For the Three and Six Months Ended June 30, 2023 and 2022
"Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022
"Notes to Condensed Consolidated Financial Statements
"Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
"Item 3. Quantitative and Qualitative Disclosures About Market Risk
"Item 4. Controls and Procedures
"Item 1. Legal Proceedings
"Item 1A. Risk Factors
"Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
"Item 6. Exhibits

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form  i 10-Q
(Mark One)
 i QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 
For the quarterly period ended  i June 30, 2023
OR
 i TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number  i 1-14443
 i Gartner, Inc.
(Exact name of Registrant as specified in its charter)
 i Delaware i 04-3099750
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification Number)
  
 i P.O. Box 10212 i 06902-7700
 i 56 Top Gallant Road(Zip Code)
 i Stamford, 
 i Connecticut
(Address of principal executive offices) 
Registrant’s telephone number, including area code: ( i 203)  i 964-0096
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
 i Common Stock, $.0005 par value per share i IT i New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  i Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  i Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 i Large accelerated filer Accelerated filerNon-accelerated filer
Smaller reporting company  i Emerging growth company  i 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No  i 
As of July 28, 2023,  i 78,825,222 shares of the registrant’s common shares were outstanding.
1


Table of Contents

 Page
 
 
PART II. OTHER INFORMATION
 

2


PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GARTNER, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited; in thousands, except share data)
 June 30,December 31,
20232022
Assets  
Current assets:  
Cash and cash equivalents$ i 1,172,828 $ i 697,999 
Fees receivable, net of allowances of $ i 8,000 and $ i 9,000, respectively
 i 1,271,792  i 1,556,786 
Deferred commissions i 311,085  i 363,079 
Prepaid expenses and other current assets i 143,473  i 119,207 
Assets held-for-sale i   i 49,036 
Total current assets i 2,899,178  i 2,786,107 
Property, equipment and leasehold improvements, net i 258,601  i 264,581 
Operating lease right-of-use assets i 398,250  i 436,592 
Goodwill i 2,931,821  i 2,930,211 
Intangible assets, net i 547,794  i 584,714 
Other assets i 320,289  i 297,531 
Total Assets$ i 7,355,933 $ i 7,299,736 
Liabilities and Stockholders’ Equity   
Current liabilities:  
Accounts payable and accrued liabilities$ i 828,873 $ i 1,115,198 
Deferred revenues i 2,499,379  i 2,443,762 
Current portion of long-term debt i 9,000  i 7,800 
Liabilities held-for-sale i   i 30,840 
Total current liabilities i 3,337,252  i 3,597,600 
Long-term debt, net of deferred financing fees  i 2,451,137  i 2,453,607 
Operating lease liabilities i 555,085  i 597,267 
Other liabilities i 425,953  i 423,464 
Total Liabilities i 6,769,427  i 7,071,938 
Stockholders’ Equity   
Preferred stock, $ i  i 0.01 /  par value,  i  i 5,000,000 /  shares authorized;  i  i  i  i none /  /  /  issued or outstanding
 i   i  
Common stock, $ i  i 0.0005 /  par value,  i  i 250,000,000 /  shares authorized;  i  i 163,602,067 /  shares issued for both periods
 i 82  i 82 
Additional paid-in capital i 2,259,057  i 2,179,604 
Accumulated other comprehensive loss, net( i 85,127)( i 101,610)
Accumulated earnings i 4,350,652  i 3,856,826 
Treasury stock, at cost,  i 84,425,787 and  i 84,428,513 common shares, respectively
( i 5,938,158)( i 5,707,104)
Total Stockholders’ Equity  i 586,506  i 227,798 
Total Liabilities and Stockholders’ Equity $ i 7,355,933 $ i 7,299,736 
 

See the accompanying notes to Condensed Consolidated Financial Statements.
3


GARTNER, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited; in thousands, except per share data)
Three Months EndedSix Months Ended
 June 30,June 30,
 2023202220232022
Revenues:
Research$ i 1,207,885 $ i 1,142,329 $ i 2,425,076 $ i 2,278,709 
Conferences i 168,897  i 113,525  i 233,539  i 123,879 
Consulting i 126,403  i 120,667  i 253,439  i 236,673 
Total revenues i 1,503,185  i 1,376,521  i 2,912,054  i 2,639,261 
Costs and expenses:
Cost of services and product development i 487,418  i 424,535  i 922,557  i 801,568 
Selling, general and administrative i 680,168  i 604,911  i 1,337,258  i 1,222,815 
Depreciation i 23,712  i 22,910  i 47,608  i 46,111 
Amortization of intangibles i 22,901  i 24,754  i 45,636  i 49,902 
Acquisition and integration charges i 1,973  i 2,289  i 3,341  i 4,496 
    Gain from sale of divested operation i 3,906  i  ( i 135,410) i  
Total costs and expenses i 1,220,078  i 1,079,399  i 2,220,990  i 2,124,892 
Operating income  i 283,107  i 297,122  i 691,064  i 514,369 
Interest expense, net( i 24,558)( i 29,719)( i 51,949)( i 61,113)
Gain on event cancellation insurance claims i   i   i 3,077  i  
Other income, net i 5,575  i 8,548  i 3,209  i 37,754 
Income before income taxes i 264,124  i 275,951  i 645,401  i 491,010 
Provision for income taxes i 66,081  i 71,026  i 151,575  i 113,570 
Net income $ i 198,043 $ i 204,925 $ i 493,826 $ i 377,440 
Net income per share: 
Basic$ i 2.50 $ i 2.55 $ i 6.22 $ i 4.65 
Diluted$ i 2.48 $ i 2.53 $ i 6.17 $ i 4.60 
Weighted average shares outstanding:
Basic i 79,285  i 80,271  i 79,368  i 81,145 
Diluted i 79,820  i 80,974  i 80,015  i 82,011 

See the accompanying notes to Condensed Consolidated Financial Statements.
4


GARTNER, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income
(Unaudited; in thousands)
Three Months EndedSix Months Ended
 June 30,June 30,
 2023202220232022
Net income $ i 198,043 $ i 204,925 $ i 493,826 $ i 377,440 
Other comprehensive income (loss), net of tax: 
Foreign currency translation adjustments i 6,932 ( i 25,431) i 8,764 ( i 32,229)
Interest rate swaps – net change in deferred gain or loss i 3,818  i 3,869  i 7,652  i 9,239 
Pension plans – net change in deferred actuarial loss i 33 ( i 143) i 67 ( i 95)
Other comprehensive income (loss), net of tax i 10,783 ( i 21,705) i 16,483 ( i 23,085)
Comprehensive income$ i 208,826 $ i 183,220 $ i 510,309 $ i 354,355 

See the accompanying notes to Condensed Consolidated Financial Statements.
5


GARTNER, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)
(Unaudited; in thousands)


Three and Six Months Ended June 30, 2023
Common StockAdditional Paid-In CapitalAccumulated Other Comprehensive Loss, NetAccumulated EarningsTreasury StockTotal
Balance at December 31, 2022$ i 82 $ i 2,179,604 $( i 101,610)$ i 3,856,826 $( i 5,707,104)$ i 227,798 
Net income— — —  i 295,783 —  i 295,783 
Other comprehensive income— —  i 5,700 — —  i 5,700 
Issuances under stock plans— ( i 2,141)— —  i 9,520  i 7,379 
Common share repurchases— — — — ( i 108,850)( i 108,850)
Stock-based compensation expense —  i 45,048 — — —  i 45,048 
Balance at March 31, 2023$ i 82 $ i 2,222,511 $( i 95,910)$ i 4,152,609 $( i 5,806,434)$ i 472,858 
Net income— — —  i 198,043 —  i 198,043 
Other comprehensive income— —  i 10,783 — —  i 10,783 
Issuances under stock plans—  i 4,313 — —  i 1,586  i 5,899 
Common share repurchases (including excise tax)— — — — ( i 133,310)( i 133,310)
Stock-based compensation expense—  i 32,233 — — —  i 32,233 
Balance at June 30, 2023$ i 82 $ i 2,259,057 $( i 85,127)$ i 4,350,652 $( i 5,938,158)$ i 586,506 

Three and Six Months Ended June 30, 2022
Common StockAdditional Paid-In CapitalAccumulated Other Comprehensive Loss, NetAccumulated EarningsTreasury StockTotal
Balance at December 31, 2021$ i 82 $ i 2,074,896 $( i 81,431)$ i 3,049,027 $( i 4,671,516)$ i 371,058 
Net income— — —  i 172,515 —  i 172,515 
Other comprehensive loss— — ( i 1,380)— — ( i 1,380)
Issuances under stock plans—  i 579 — —  i 6,385  i 6,964 
Common share repurchases— — — — ( i 463,125)( i 463,125)
Stock-based compensation expense —  i 32,121 — — —  i 32,121 
Balance at March 31, 2022$ i 82 $ i 2,107,596 $( i 82,811)$ i 3,221,542 $( i 5,128,256)$ i 118,153 
Net income— — —  i 204,925 —  i 204,925 
Other comprehensive loss— — ( i 21,705)— — ( i 21,705)
Issuances under stock plans—  i 4,634 — —  i 427  i 5,061 
Common share repurchases— — — — ( i 473,755)( i 473,755)
Stock-based compensation expense—  i 24,454 — — —  i 24,454 
Balance at June 30, 2022$ i 82 $ i 2,136,684 $( i 104,516)$ i 3,426,467 $( i 5,601,584)$( i 142,867)

See the accompanying notes to Condensed Consolidated Financial Statements.
6


GARTNER, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited; in thousands)
Six Months Ended
 June 30,
 20232022
Operating activities:  
Net income $ i 493,826 $ i 377,440 
Adjustments to reconcile net income to cash provided by operating activities:  
Depreciation and amortization  i 93,244  i 96,013 
Stock-based compensation expense i 77,281  i 56,575 
Deferred taxes( i 16,153) i 3,256 
Gain from sale of divested operation( i 135,410) i  
Loss on impairment of lease related assets i 18,727  i 35,501 
Reduction in the carrying amount of operating lease right-of-use assets i 35,357  i 35,366 
Amortization and write-off of deferred financing fees i 2,330  i 2,273 
Gain on de-designated swaps( i 5,101)( i 40,547)
Changes in assets and liabilities, net of acquisitions and divestitures:  
Fees receivable, net i 294,569  i 159,098 
Deferred commissions i 54,053  i 60,156 
Prepaid expenses and other current assets( i 18,667)( i 20,248)
Other assets( i 30,738) i 11,317 
Deferred revenues i 36,704  i 212,083 
Accounts payable and accrued and other liabilities( i 299,561)( i 404,891)
Cash provided by operating activities i 600,461  i 583,392 
Investing activities:  
Additions to property, equipment and leasehold improvements( i 46,694)( i 38,385)
Proceeds from sale of divested operation i 156,057  i  
Cash provided by (used in) investing activities i 109,363 ( i 38,385)
Financing activities:  
Proceeds from employee stock purchase plan i 13,240  i 11,995 
Payments on borrowings( i 3,600)( i 2,663)
Purchases of treasury stock( i 238,372)( i 929,880)
Cash used in financing activities( i 228,732)( i 920,548)
Net increase (decrease) in cash and cash equivalents and restricted cash i 481,092 ( i 375,541)
Effects of exchange rates on cash and cash equivalents( i 6,263)( i 20,479)
Cash and cash equivalents and restricted cash, beginning of period  i 698,599  i 760,602 
Cash and cash equivalents and restricted cash, end of period $ i 1,173,428 $ i 364,582 

See the accompanying notes to Condensed Consolidated Financial Statements.
7


GARTNER, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 
Note 1 —  i Business and Basis of Presentation

Business. Gartner, Inc. (NYSE: IT) delivers actionable, objective insight that drives smarter decisions and stronger performance on an organization’s mission-critical priorities.

 i Segments. Gartner delivers its products and services globally through  i three business segments: Research, Conferences and Consulting. Revenues and other financial information for the Company’s segments are discussed in Note 7 — Segment Information. / 

 i Basis of presentation. The accompanying interim Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 270 for interim financial information and with the applicable instructions of U.S. Securities and Exchange Commission (“SEC”) Rule 10-01 of Regulation S-X on Form 10-Q, and should be read in conjunction with the consolidated financial statements and related notes of the Company in its Annual Report on Form 10-K for the year ended December 31, 2022.

The fiscal year of Gartner is the twelve-month period from January 1 through December 31. In the opinion of management, all normal recurring accruals and adjustments considered necessary for a fair presentation of financial position, results of operations and cash flows at the dates and for the periods presented herein have been included. The results of operations for the three and six months ended June 30, 2023 may not be indicative of the results of operations for the remainder of 2023 or beyond. When used in these notes, the terms “Gartner,” the “Company,” “we,” “us,” or “our” refer to Gartner, Inc. and its consolidated subsidiaries.

 i Principles of consolidation. The accompanying interim Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated.

 i 
Use of estimates. The preparation of the accompanying interim Condensed Consolidated Financial Statements requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of fees receivable, goodwill, intangible assets and other long-lived assets, as well as tax accruals and other liabilities. In addition, estimates are used in revenue recognition, income tax expense or benefit, performance-based compensation charges, depreciation and amortization. Management believes its use of estimates in these interim Condensed Consolidated Financial Statements to be reasonable.

Management continually evaluates and revises its estimates using historical experience and other factors, including the general economic environment and actions it may take in the future. Management adjusts these estimates when facts and circumstances dictate. However, these estimates may involve significant uncertainties and judgments and cannot be determined with precision. In addition, these estimates are based on management’s best judgment at a point in time. As a result, differences between estimates and actual results could be material and would be reflected in the Company’s consolidated financial statements in future periods.

 i 
Cash and cash equivalents and restricted cash.  i  i Below is a table presenting the beginning-of-period and end-of-period cash amounts from the Company’s Condensed Consolidated Balance Sheets and the total cash amounts presented in the Condensed Consolidated Statements of Cash Flows (in thousands). / 
June 30,December 31,
20232022
Cash and cash equivalents$ i 1,172,828 $ i 697,999 
Restricted cash classified in (1):
Prepaid expenses and other current assets i 600  i  
Other assets i   i 600 
Cash and cash equivalents and restricted cash $ i 1,173,428 $ i 698,599 
(1)Restricted cash consisted of an escrow account established in connection with one of the Company’s business acquisitions. Generally, such cash is restricted to use due to provisions contained in the underlying stock or asset purchase agreement.
 / 
8


The Company will disburse the restricted cash to the sellers of the business upon satisfaction of any contingencies described in such agreements (e.g., potential indemnification claims, etc.).

 i Revenue recognition. Revenue is recognized in accordance with the requirements of FASB ASC Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). Revenue is only recognized when all of the required criteria for revenue recognition have been met. The accompanying Condensed Consolidated Statements of Operations present revenue net of any sales or value-added taxes that we collect from customers and remit to government authorities. ASC Topic 270 requires certain disclosures in interim financial statements around the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Note 4 — Revenue and Related Matters provides additional information regarding the Company’s revenues.

Gain on event cancellation insurance claims. In February 2023, the Company received $ i 3.1 million of proceeds related to 2020 event cancellation insurance claims. The Company does not record any gain on insurance claims in excess of expenses incurred until the receipt of the insurance proceeds is deemed to be realizable.

 i 
Adoption of new accounting standard. The Company adopted the accounting standard described below during the six months ended June 30, 2023.

Reference Rate Reform — In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform—Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU No. 2020-04”). ASU No. 2020-04 provides that an entity can elect not to apply certain required modification accounting in U.S. GAAP to contracts where all changes to the critical terms relate to reference rate reform (e.g., the expected discontinuance of LIBOR and the transition to an alternative reference interest rate, etc.). In addition, the rule provides optional expedients and exceptions that enable entities to continue to apply hedge accounting for hedging relationships where one or more of the critical terms change due to reference rate reform. The rule became effective for all entities as of March 12, 2020 and, after the issuance of ASU 2022-06, will generally no longer be available to apply after December 31, 2024. During 2023, the Company adopted the practical expedient provided under ASU 2020-04 related to its debt and interest rate swap arrangements and as such, the amendments in the second quarter of 2023 are treated as a continuation of the existing agreements and no gain or loss on the modification was recorded.

Note 2 —  i Acquisition and Divestiture

Acquisition

In October 2022, the Company acquired  i 100% of the outstanding capital stock of UpCity, Inc. (“UpCity”), a privately-held company based in Chicago, Illinois, for an aggregate purchase price of $ i 6.4 million. UpCity’s online marketplace helps small businesses by connecting them to ratings and reviews of more than 50,000 B2B service providers.

Divestiture

In February 2023, the Company completed the sale of a non-core business, TalentNeuron, for approximately $ i 161.1 million after consideration of post-close adjustments. $ i 156.1 million cash was received from the sale during the six months ended June 30, 2023. The Company recorded a pre-tax gain of $ i 135.4 million on the sale of TalentNeuron, which is included in Gain from sale of divested operation in the Condensed Consolidated Statement of Operations for the six months ended June 30, 2023. For the three months ended June 30, 2023, post-close adjustments were settled and resulted in a $ i 3.9 million reduction to the gain. TalentNeuron was included in the Company’s Research segment. The principal components of the assets divested included goodwill, intangible assets, net, property, equipment and leasehold improvements, net, and accounts receivable, with carrying amounts of $ i 16.0 million, $ i 9.5 million, $ i 4.5 million and $ i 11.8 million, respectively, while the liabilities transferred with the sale primarily consisted of deferred revenue with a carrying amount of $ i 24.4 million. Such assets and liabilities were included in Assets held-for-sale and Liabilities held-for-sale, respectively, on the Condensed Consolidated Balance Sheet at December 31, 2022 at their respective carrying values at that date.

Note 3 —  i Goodwill and Intangible Assets

Goodwill

Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair values of the tangible and identifiable intangible net assets acquired. Evaluations of the recoverability of goodwill are performed in accordance with
9


FASB ASC Topic 350, which requires an annual assessment of potential goodwill impairment at the reporting unit level and whenever events or changes in circumstances indicate that the carrying value of goodwill may not be recoverable.

When performing the annual assessment of the recoverability of goodwill, the Company initially performs a qualitative analysis evaluating whether any events or circumstances occurred or exist that provide evidence that it is more likely than not that the fair value of any of the Company’s reporting units is less than the related carrying amount. If the Company does not believe that it is more likely than not that the fair value of any of the Company’s reporting units is less than the related carrying amount, then no quantitative impairment test is performed. However, if the results of the qualitative assessment indicate that it is more likely than not that the fair value of a reporting unit is less than its respective carrying amount, then a quantitative impairment test is performed. Evaluating the recoverability of goodwill requires judgments and assumptions regarding future trends and events. As a result, both the precision and reliability of the estimates are subject to uncertainty.

The Company’s most recent annual impairment test of goodwill was a qualitative analysis conducted during the quarter ended September 30, 2022 that indicated  i no impairment. Subsequent to completing the 2022 annual impairment test, there were no events or changes in circumstances noted that required an interim impairment test.

 i 
The table below presents changes to the carrying amount of goodwill by segment during the six months ended June 30, 2023 (in thousands).
 ResearchConferencesConsultingTotal
Balance at December 31, 2022 (1)$ i 2,651,193 $ i 183,951 $ i 95,067 $ i 2,930,211 
Foreign currency translation impact  i 1,033  i 22  i 555  i 1,610 
Balance at June 30, 2023 (1)$ i 2,652,226 $ i 183,973 $ i 95,622 $ i 2,931,821 
(1)The Company does  i not have any accumulated goodwill impairment losses.
 / 

Finite-Lived Intangible Assets

 i 
The tables below present reconciliations of the carrying amounts of the Company’s finite-lived intangible assets as of the dates indicated (in thousands).
June 30, 2023Customer
Relationships
Technology-relatedOtherTotal
Gross cost at December 31, 2022$ i 1,060,541 $ i 11,200 $ i 10,436 $ i 1,082,177 
Intangible assets fully amortized i  ( i 632) i  ( i 632)
Foreign currency translation impact  i 16,292  i 38  i   i 16,330 
Gross cost i 1,076,833  i 10,606  i 10,436  i 1,097,875 
Accumulated amortization (1)( i 537,103)( i 6,873)( i 6,105)( i 550,081)
Balance at June 30, 2023$ i 539,730 $ i 3,733 $ i 4,331 $ i 547,794 
December 31, 2022Customer
Relationships
Technology-relatedOther Total
Gross cost $ i 1,060,541  i 11,200 $ i 10,436 $ i 1,082,177 
Accumulated amortization (1)( i 486,260)( i 5,600)( i 5,603)( i 497,463)
Balance at December 31, 2022$ i 574,281 $ i 5,600 $ i 4,833 $ i 584,714 
(1) Finite-lived intangible assets are amortized using the straight-line method over the following periods: Customer relationships— i 6 to  i 13 years; Technology-related— i 3 years; and Other— i 4 to  i 11 years.
 / 

Amortization expense related to finite-lived intangible assets was $ i 22.9 million and $ i 24.8 million during the three months ended June 30, 2023 and 2022, respectively, and $ i 45.6 million and $ i 49.9 million during the six months ended June 30, 2023 and 2022, respectively.  i The estimated future amortization expense by year for finite-lived intangible assets is presented in the table below (in thousands).

10


2023 (remaining six months)$ i 46,004 
2024 i 90,111 
2025 i 81,444 
2026 i 78,769 
2027 i 78,161 
Thereafter i 173,305 
$ i 547,794 

Note 4 —  i Revenue and Related Matters

 i 
Disaggregated RevenueThe Company’s disaggregated revenue by reportable segment is presented in the tables below for the periods indicated (in thousands).

By Primary Geographic Market (1)

Three Months Ended June 30, 2023
Primary Geographic MarketResearchConferencesConsultingTotal
United States and Canada$ i 812,724 $ i 123,243 $ i 76,413 $ i 1,012,380 
Europe, Middle East and Africa i 258,255  i 38,803  i 33,865  i 330,923 
Other International i 136,906  i 6,851  i 16,125  i 159,882 
Total revenues $ i 1,207,885 $ i 168,897 $ i 126,403 $ i 1,503,185 
Three Months Ended June 30, 2022
Primary Geographic MarketResearchConferencesConsultingTotal
United States and Canada$ i 752,670 $ i 87,267 $ i 72,816 $ i 912,753 
Europe, Middle East and Africa i 255,417  i 21,036  i 34,047  i 310,500 
Other International i 134,242  i 5,222  i 13,804  i 153,268 
Total revenues$ i 1,142,329 $ i 113,525 $ i 120,667 $ i 1,376,521 
Six Months Ended June 30, 2023
Primary Geographic MarketResearchConferencesConsultingTotal
United States and Canada$ i 1,622,123 $ i 172,018 $ i 153,388 $ i 1,947,529 
Europe, Middle East and Africa i 526,912  i 48,010  i 66,803  i 641,725 
Other International i 276,041  i 13,511  i 33,248  i 322,800 
Total revenues$ i 2,425,076 $ i 233,539 $ i 253,439 $ i 2,912,054 
Six Months Ended June 30, 2022
Primary Geographic MarketResearchConferencesConsultingTotal
United States and Canada$ i 1,493,199 $ i 94,919 $ i 141,605 $ i 1,729,723 
Europe, Middle East and Africa i 518,546  i 22,274  i 66,491  i 607,311 
Other International i 266,964  i 6,686  i 28,577  i 302,227 
Total revenues$ i 2,278,709 $ i 123,879 $ i 236,673 $ i 2,639,261 
(1)Revenue is reported based on where the sale is fulfilled.
 / 

The Company’s revenue is generated primarily through direct sales to clients by domestic and international sales forces and a network of independent international sales agents. Most of the Company’s products and services are provided on an integrated worldwide basis and, because of this integrated delivery approach, it is not practical to precisely separate the Company’s
11


revenue by geographic location. Accordingly, revenue information presented in the above tables is based on internal allocations, which involve certain management estimates and judgments.

 i 
By Timing of Revenue Recognition

Three Months Ended June 30, 2023
Timing of Revenue RecognitionResearchConferencesConsultingTotal
Transferred over time (1)$ i 1,113,328 $ i  $ i 103,921 $ i 1,217,249 
Transferred at a point in time (2) i 94,557  i 168,897  i 22,482  i 285,936 
Total revenues $ i 1,207,885 $ i 168,897 $ i 126,403 $ i 1,503,185 
Three Months Ended June 30, 2022
Timing of Revenue RecognitionResearchConferencesConsultingTotal
Transferred over time (1)$ i 1,037,864 $ i  $ i 95,201 $ i 1,133,065 
Transferred at a point in time (2) i 104,465  i 113,525  i 25,466  i 243,456 
Total revenues$ i 1,142,329 $ i 113,525 $ i 120,667 $ i 1,376,521 
Six Months Ended June 30, 2023
Timing of Revenue RecognitionResearchConferencesConsultingTotal
Transferred over time (1)$ i 2,223,124 $ i  $ i 200,928 $ i 2,424,052 
Transferred at a point in time (2) i 201,952  i 233,539  i 52,511  i 488,002 
Total revenues $ i 2,425,076 $ i 233,539 $ i 253,439 $ i 2,912,054 
Six Months Ended June 30, 2022
Timing of Revenue RecognitionResearchConferencesConsultingTotal
Transferred over time (1)$ i 2,063,674 $ i  $ i 191,637 $ i 2,255,311 
Transferred at a point in time (2) i 215,035  i 123,879  i 45,036  i 383,950 
Total revenues$ i 2,278,709 $ i 123,879 $ i 236,673 $ i 2,639,261 
(1)Research revenues in this category are recognized in connection with performance obligations that are satisfied over time using a time-elapsed output method to measure progress. Consulting revenues in this category are recognized over time using labor hours as an input measurement basis.
(2)The revenues in this category are recognized in connection with performance obligations that are satisfied at the point in time that the contractual deliverables are provided to the customer.
 / 

Performance Obligations — For customer contracts that are greater than one year in duration, the aggregate amount of the transaction price allocated to performance obligations that were unsatisfied (or partially unsatisfied) as of June 30, 2023 was approximately $ i 5.2 billion. The Company expects to recognize $ i 1.7 billion, $ i 2.5 billion and $ i 1.0 billion of this revenue (most of which pertains to Research) during the remainder of 2023, the year ending December 31, 2024 and thereafter, respectively. The Company applies a practical expedient that is permitted under ASC Topic 606 and, accordingly, it does not disclose such performance obligation information for customer contracts that have original durations of one year or less. The Company’s performance obligations for contracts meeting this ASC Topic 606 disclosure exclusion primarily include: (i) stand-ready services under Research subscription contracts; (ii) holding conferences and meetings where attendees and exhibitors can participate; and (iii) providing customized Consulting solutions for clients under fixed fee and time and materials engagements. The remaining duration of these performance obligations is generally less than one year, which aligns with the period that the parties have enforceable rights and obligations under the affected contracts.

Customer Contract Assets and Liabilities — The timing of the recognition of revenue and the amount and timing of the Company’s billings and cash collections, including upfront customer payments, result in the recognition of both assets and
12


liabilities on the Company’s Condensed Consolidated Balance Sheets.  i The table below provides information regarding certain of the Company’s balance sheet accounts that pertain to its contracts with customers (in thousands).

June 30,December 31,
20232022
Assets:
Fees receivable, gross (1)$ i 1,279,792 $ i 1,565,786 
Contract assets recorded in Prepaid expenses and other current assets (2)$ i 33,198 $ i 21,183 
Contract liabilities:
Deferred revenues (current liability) (3)$ i 2,499,379 $ i 2,443,762 
Non-current deferred revenues recorded in Other liabilities (3) i 30,929  i 39,115 
Total contract liabilities$ i 2,530,308 $ i 2,482,877 
(1)Fees receivable represent an unconditional right to payment from the Company’s customers and include both billed and unbilled amounts.
(2)Contract assets represent recognized revenue for which the Company does not have an unconditional right to payment as of the balance sheet date because the project may be subject to a progress billing milestone or some other billing restrictions.
(3)Deferred revenues represent amounts (i) for which the Company has received an upfront customer payment or (ii) that pertain to recognized fees receivable. Both situations occur before the completion of the Company’s performance obligation(s).

The Company recognized revenue of $ i 1.2 billion and $ i 1.0 billion during the three months ended June 30, 2023 and 2022, respectively, and $ i 1.6 billion and $ i 1.4 billion during the six months ended June 30, 2023 and 2022, respectively, that was attributable to deferred revenues that were recorded at the beginning of each such period. Those amounts primarily consisted of Research revenues that were recognized ratably as control of the goods or services passed to the customer during the reporting periods. During each of the three and six months ended June 30, 2023 and 2022, the Company did not record any material impairments related to its contract assets.

Note 5 —  i Computation of Earnings Per Share

Basic earnings per share (“EPS”) is computed by dividing net income by the weighted average number of shares of Common Stock outstanding during the period. Diluted EPS reflects the potential dilution of securities that could share in earnings. Potential shares of common stock are excluded from the computation of diluted earnings per share when their effect would be anti-dilutive.

 i 
The table below sets forth the calculation of basic and diluted income per share for the periods indicated (in thousands, except per share data).
Three Months EndedSix Months Ended
 June 30,June 30,
 2023202220232022
Numerator:    
Net income used for calculating basic and diluted income per share$ i 198,043 $ i 204,925 $ i 493,826 $ i 377,440 
Denominator:    
Weighted average common shares used in the calculation of basic income per share  i 79,285  i 80,271  i 79,368 i 81,145
Dilutive effect of outstanding awards associated with stock-based compensation plans (1) i 535  i 703  i 647 i 866
Shares used in the calculation of diluted income per share  i 79,820  i 80,974  i 80,015 i 82,011
Basic income per share$ i 2.50 $ i 2.55 $ i 6.22 $ i 4.65 
Diluted income per share $ i 2.48 $ i 2.53 $ i 6.17 $ i 4.60 
(1)Certain outstanding awards associated with stock-based compensation plans were not included in the computation of diluted income per share because the effect would have been anti-dilutive. These anti-dilutive outstanding awards associated with stock-based compensation plans totaled approximately $ i 0.2 million and $ i 0.4 million for the three months
 / 
13


ended June 30, 2023 and 2022, respectively, and $ i 0.2 million and $ i 0.3 million for the six months ended June 30, 2023 and 2022, respectively.

Note 6 —  i Stock-Based Compensation

The Company grants stock-based compensation awards as an incentive for employees and directors to contribute to the Company’s long-term success. The Company currently awards stock-settled stock appreciation rights, service-based and performance-based restricted stock units, and common stock equivalents. As of June 30, 2023, the Company had  i 5.9 million shares of its common stock, par value $ i 0.0005 per share, (the “Common Stock”) available for stock-based compensation awards under the Gartner, Inc. Long-Term Incentive Plan as amended and restated in June 2023 (the “Plan”).

 i 
The tables below summarize the Company’s stock-based compensation expense by award type and expense category line item during the periods indicated (in millions).
Three Months EndedSix Months Ended
 June 30,June 30,
Award type2023202220232022
Stock appreciation rights$ i 3.1 $ i 2.5 $ i 5.6 $ i 4.4 
Restricted stock units i 28.9  i 21.8  i 71.1  i 51.8 
Common stock equivalents i 0.3  i 0.2  i 0.6  i 0.4 
Total (1)$ i 32.3 $ i 24.5 $ i 77.3 $ i 56.6 
 / 

 i 
Three Months EndedSix Months Ended
 June 30,June 30,
Expense category line item2023202220232022
Cost of services and product development$ i 12.7 $ i 7.9 $ i 31.0 $ i 19.4 
Selling, general and administrative i 19.6  i 16.6  i 46.3  i 37.2 
Total (1)$ i 32.3 $ i 24.5 $ i 77.3 $ i 56.6 

(1)Includes costs of $ i 13.1 million and $ i 8.1 million during the three months ended June 30, 2023 and 2022, respectively, and $ i 39.9 million and $ i 27.3 million during the six months ended June 30, 2023 and 2022, respectively, for awards to retirement-eligible employees. Those awards vest on an accelerated basis.
 / 

Note 7 —  i Segment Information

The Company’s products and services are delivered through  i three segments – Research, Conferences and Consulting, as described below.

Research equips executives and their teams from every function and across all industries with actionable, objective insight, guidance and tools. Our experienced experts deliver all this value informed by an unmatched combination of practitioner-sourced and data-driven research to help our clients address their mission critical priorities.

Conferences provides executives and teams across an organization the opportunity to learn, share and network. From our Gartner Symposium/Xpo series, to industry-leading conferences focused on specific business roles and topics, to peer-driven sessions, our offerings enable attendees to experience the best of Gartner insight and guidance.

Consulting serves senior executives leading technology-driven strategic initiatives leveraging the power of Gartner’s actionable, objective insight. Through custom analysis and on-the-ground support we enable optimized technology investments and stronger performance on our clients’ mission critical priorities.

The Company evaluates segment performance and allocates resources based on gross contribution margin. Gross contribution, as presented in the tables below, is defined as operating income or loss excluding certain Cost of services and product development expenses, Selling, general and administrative expenses, Depreciation, Amortization of intangibles, Acquisition and integration charges and Gain from sale of divested operation. Certain bonus and fringe benefit costs included in consolidated Cost of services and product development are not allocated to segment expense. The accounting policies used by
14


the reportable segments are the same as those used by the Company. There are  i no intersegment revenues. The Company does not identify or allocate assets, including capital expenditures, by reportable segment. Accordingly, assets are not reported by segment because the information is not available by segment and is not reviewed in the evaluation of segment performance or in making decisions regarding the allocation of resources.

 i 
The tables below present information about the Company’s reportable segments for the periods indicated (in thousands).

Three Months Ended June 30, 2023ResearchConferencesConsultingConsolidated
Revenues$ i 1,207,885 $ i 168,897 $ i 126,403 $ i 1,503,185 
Gross contribution i 885,282  i 98,450  i 47,321  i 1,031,053 
Corporate and other expenses   ( i 747,946)
Operating income   $ i 283,107 
Three Months Ended June 30, 2022ResearchConferencesConsultingConsolidated
Revenues$ i 1,142,329 $ i 113,525 $ i 120,667 $ i 1,376,521 
Gross contribution i 843,965  i 73,526  i 50,223  i 967,714 
Corporate and other expenses( i 670,592)
Operating income$ i 297,122 

Six Months Ended June 30, 2023ResearchConferencesConsultingConsolidated
Revenues$ i  i 2,425,076 /  $ i 233,539 $ i 253,439 $ i 2,912,054 
Gross contribution i 1,784,796  i 125,238  i 98,129  i 2,008,163 
Corporate and other expenses( i 1,317,099)
Operating income$ i 691,064 
Six Months Ended June 30, 2022ResearchConferencesConsultingConsolidated
Revenues$ i 2,278,709 $ i 123,879 $ i 236,673 $ i 2,639,261 
Gross contribution i 1,693,344  i 70,650  i 101,235  i 1,865,229 
Corporate and other expenses( i 1,350,860)
Operating income$ i 514,369 
 / 
 i 
The table below provides a reconciliation of total segment gross contribution to net income for the periods indicated (in thousands).
Three Months EndedSix Months Ended
June 30,June 30,
2023202220232022
Total segment gross contribution$ i 1,031,053 $ i 967,714 $ i 2,008,163 $ i 1,865,229 
Costs and expenses:
Cost of services and product development - unallocated (1) i 15,286  i 15,728  i 18,666  i 27,536 
Selling, general and administrative  i 680,168  i 604,911  i 1,337,258  i 1,222,815 
Depreciation and amortization i 46,613  i 47,664  i 93,244  i 96,013 
Acquisition and integration charges i 1,973  i 2,289  i 3,341  i 4,496 
  Gain from sale of divested operation i 3,906  i  ( i 135,410) i  
Operating income  i 283,107  i 297,122  i 691,064  i 514,369 
Interest expense and other, net( i 18,983)( i 21,171)( i 48,740)( i 23,359)
Gain on event cancellation insurance claims i   i   i 3,077  i  
Less: Provision for income taxes i 66,081  i 71,026  i 151,575  i 113,570 
Net income $ i 198,043 $ i 204,925 $ i 493,826 $ i 377,440 
 / 
15


(1)The unallocated amounts consist of certain bonus and fringe costs recorded in consolidated Cost of services and product development that are not allocated to segment expense. The Company’s policy is to allocate bonuses to segments at  i 100% of a segment employee’s target bonus. Amounts above or below  i 100% are absorbed by corporate.

Note 8 —  i Debt

 i 
The Company’s total outstanding borrowings are summarized in the table below (in thousands).
June 30,December 31,
Description20232022
2020 Credit Agreement - Term loan facility (1)$ i 278,600 $ i 282,200 
2020 Credit Agreement - Revolving credit facility (1), (2) i   i  
Senior Notes due 2028 (“2028 Notes”) (3)
 i 800,000  i 800,000 
Senior Notes due 2029 (“2029 Notes”) (4)
 i 600,000  i 600,000 
Senior Notes due 2030 (“2030 Notes”) (5)
 i 800,000  i 800,000 
Other (6) i 5,000  i 5,000 
Principal amount outstanding (7) i 2,483,600  i 2,487,200 
Less: deferred financing fees (8)( i 23,463)( i 25,793)
Net balance sheet carrying amount$ i 2,460,137 $ i 2,461,407 
(1)The contractual annualized interest rate as of June 30, 2023 on the amended 2020 Credit Agreement Term loan facility and the Revolving credit facility was  i 6.475%, which consisted of Term Secured Overnight Financing Rate ("SOFR") of  i 5.125% plus a margin of  i 1.350%. However, the Company has an interest rate swap contract that effectively convert the floating SOFR on outstanding amounts to a fixed base rate.
(2)The Company had approximately $ i 1.0 billion of available borrowing capacity on the 2020 Credit Agreement revolver (not including the expansion feature) as of June 30, 2023.
(3)Consists of $ i 800.0 million principal amount of 2028 Notes outstanding. The 2028 Notes bear interest at a fixed rate of  i 4.50% and mature on July 1, 2028.
(4)Consists of $ i 600.0 million principal amount of 2029 Notes outstanding. The 2029 Notes bear interest at a fixed rate of  i 3.625% and mature on June 15, 2029.
(5)Consists of $ i 800.0 million principal amount of 2030 Notes outstanding. The 2030 Notes bear interest at a fixed rate of  i 3.75% and mature on October 1, 2030.
(6)Consists of a State of Connecticut economic development loan originated in 2019 with a  i 10-year maturity and bears interest at a fixed rate of  i 1.75%. This loan may be repaid at any time by the Company without penalty.
(7)The weighted average annual effective rate on the Company’s outstanding debt for the three and six months ended June 30, 2023, including the effects of its interest rate swaps discussed below, was  i 5.02%.
(8)Deferred financing fees are being amortized to Interest expense, net over the term of the related debt obligation.
 / 

2029 Notes

On June 18, 2021, the Company issued $ i 600.0 million aggregate principal amount of  i 3.625% Senior Notes due 2029. The 2029 Notes were issued pursuant to an indenture, dated as of June 18, 2021 (the “2029 Note Indenture), among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee.

The 2029 Notes were issued at an issue price of  i 100.0% and bear interest at a rate of  i 3.625% per annum. Interest on the 2029 Notes is payable on June 15 and December 15 of each year, beginning on December 15, 2021. The 2029 Notes will mature on June 15, 2029.

The Company may redeem some or all of the 2029 Notes at any time on or after June 15, 2024 for cash at the redemption prices set forth in the 2029 Notes Indenture, plus accrued and unpaid interest to, but excluding, the redemption date. Prior to June 15, 2024, the Company may redeem up to  i 40% of the aggregate principal amount of the 2029 Notes in connection with certain equity offerings, or some or all of the 2029 Notes with a “make-whole” premium, in each case subject to the terms set forth in the 2029 Note Indenture.

2030 Notes

16


On September 28, 2020, the Company issued $ i 800.0 million aggregate principal amount of  i 3.75% Senior Notes due 2030. The 2030 Notes were issued pursuant to an indenture, dated as of September 28, 2020 (the “2030 Note Indenture), among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee.

The 2030 Notes were issued at an issue price of  i 100.0% and bear interest at a rate of  i 3.75% per annum. Interest on the 2030 Notes is payable on April 1 and October 1 of each year, beginning on April 1, 2021. The 2030 Notes will mature on October 1, 2030.

The Company may redeem some or all of the 2030 Notes at any time on or after October 1, 2025 for cash at the redemption prices set forth in the 2030 Note Indenture, plus accrued and unpaid interest to, but excluding, the redemption date. Prior to October 1, 2025, the Company may redeem up to  i 40% of the aggregate principal amount of the 2030 Notes in connection with certain equity offerings, or some or all of the 2030 Notes with a “make-whole” premium, in each case subject to the terms set forth in the 2030 Note Indenture.

2028 Notes

On June 22, 2020, the Company issued $ i 800.0 million aggregate principal amount of  i 4.50% Senior Notes due 2028. The 2028 Notes were issued pursuant to an indenture, dated as of June 22, 2020 (the “2028 Note Indenture), among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee.

The 2028 Notes were issued at an issue price of  i 100.0% and bear interest at a rate of  i 4.50% per annum. Interest on the 2028 Notes is payable on January 1 and July 1 of each year, beginning on January 1, 2021. The 2028 Notes will mature on July 1, 2028.

The Company may redeem some or all of the 2028 Notes at any time on or after July 1, 2023 for cash at the redemption prices set forth in the 2028 Note Indenture, plus accrued and unpaid interest to, but excluding, the redemption date. Prior to July 1, 2023, the Company may redeem up to  i 40% of the aggregate principal amount of the 2028 Notes in connection with certain equity offerings, or some or all of the 2028 Notes with a “make-whole” premium, in each case subject to the terms set forth in the 2028 Note Indenture.

2020 Credit Agreement

The Company has a credit facility that currently provides for a $ i 400.0 million Term loan facility and a $ i 1.0 billion Revolving credit facility (the “2020 Credit Agreement”). The 2020 Credit Agreement contains certain customary restrictive loan covenants, including, among others, financial covenants that apply a maximum consolidated leverage ratio and a minimum consolidated interest expense coverage ratio. The Company was in compliance with all financial covenants as of June 30, 2023.

The Term loan is being repaid in consecutive quarterly installments that commenced on December 31, 2020, plus a final payment to be made on September 28, 2025. The Revolving credit facility may be borrowed, repaid and re-borrowed through September 28, 2025, at which all then-outstanding amounts must be repaid.

In May 2023, the Company entered into an amendment of the 2020 Credit Agreement that replaced the interest rate benchmark from LIBOR to Secured Overnight Financing Rate (“SOFR”). After the amendment, interest is accrued on outstanding balances under the credit facility and payable monthly at a rate of the one month Term SOFR plus  i 10 basis points and the applicable margin. Prior to the amendment, interest was accrued at a rate of the one month LIBOR plus the applicable margin.

Interest Rate Swaps

As of June 30, 2023, the Company had  i one fixed-for-floating interest rate swap contract with a notional value of $ i 350.0 million that matures in 2025. In May 2023, in conjunction with the amendment of the 2020 credit agreement, the Company entered into an amendment of its interest rate swap contract. Under the amended agreement, the Company pays a base fixed rate of  i 2.98% and in return receives a floating Term SOFR base rate on  i 30-day notional borrowings. Prior to the amendment, the Company paid a base fixed rate of  i 3.04% and in return received a floating Eurodollar base rate on  i 30-day notional borrowings.

Effective June 30, 2020, the Company de-designated all of its interest rate swaps and discontinued hedge accounting. Accordingly, subsequent changes to the fair value of the interest rate swaps are recorded in Other income, net. The amounts previously recorded in Accumulated other comprehensive loss are amortized into Interest expense, net over the terms of the hedged forecasted interest payments. As of June 30, 2023, $ i 42.1 million is remaining in Accumulated other comprehensive loss, net. See Note 11 — Derivatives and Hedging for the amounts remaining in Accumulated other comprehensive loss, net of
17


tax effect, at June 30, 2023 and December 31, 2022. See Note 12 — Fair Value Disclosures for a discussion of the fair values of Company’s interest rate swaps.

Note 9 —  i Equity

Share Repurchase Authorization

In 2015, the Company’s Board of Directors (the “Board”) authorized a share repurchase program to repurchase up to $ i 1.2 billion of the Company’s common stock. The Board authorized incremental share repurchases of up to an additional $ i 1.6 billion, $ i 1.0 billion and $ i 0.4 billion of the Company’s common stock during 2021, 2022, and February 2023, respectively. As of June 30, 2023, $ i 827.9 million remained available under the share repurchase program. The Company may repurchase its common stock from time-to-time in amounts, at prices and in the manner that the Company deems appropriate, subject to the availability of stock, prevailing market conditions, the trading price of the stock, the Company’s financial performance and other conditions. Repurchases may be made through open market purchases (which may include repurchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended), accelerated share repurchases, private transactions or other transactions and will be funded by cash on hand and borrowings. Repurchases may also be made from time-to-time in connection with the settlement of the Company’s stock-based compensation awards.

 i 
The Company’s share repurchase activity is presented in the table below for the periods indicated.
Three Months EndedSix Months Ended
 June 30,June 30,
 2023202220232022
Number of shares repurchased (1)  i 423,833  i 1,781,137  i 751,513  i 3,408,846 
Cash paid for repurchased shares (in thousands) (2)$ i 131,522 $ i 478,810 $ i 238,372 $ i 929,880 
(1)The average purchase price for repurchased shares was $ i 312.95 and $ i 265.98 for the three months ended June 30, 2023 and 2022, respectively, and $ i 321.34 and $ i 274.84 for the six months ended June 30, 2023 and 2022, respectively. The repurchased shares during the three and six months ended June 30, 2023 and 2022 included purchases for both open market purchases and stock-based compensation award settlements.
(2)The cash paid for repurchased shares during the six months ended June 30, 2023 excluded $ i 3.1 million of open market purchases with trade dates in June 2023 that settled in July 2023 and $ i 0.7 million of excise tax accrued. The cash paid for repurchased shares during the six months ended June 30, 2022 excluded $ i 7.0 million of open market purchases with trade dates in June 2022 that settled in July 2022. The cash paid for repurchased shares during the three months ended June 30, 2023 included $ i 2.0 million of open market purchases with trade dates in March 2023 that settled in April 2023, and excluded $ i 3.1 million of open market purchases with trade dates in June 2023 that settled in July 2023. The cash paid for repurchased shares during the three months ended June 30, 2022 included $ i 12.1 million of open market purchases with trade dates in March 2022 that settled in April 2022, and excluded $ i 7.0 million of open market purchases with trade dates in June 2022 that settled in July 2022.
 / 

Accumulated Other Comprehensive Loss, net (“AOCL”)

 i The tables below provide information about the changes in AOCL by component and the related amounts reclassified out of AOCL to income during the periods indicated (net of tax, in thousands) (1).

18


Three Months Ended June 30, 2023
 Interest Rate
Swaps
Defined
Benefit
Pension Plans
Foreign
Currency
Translation
Adjustments
Total
Balance – March 31, 2023$( i 35,414)$( i 4,213)$( i 56,283)$( i 95,910)
Other comprehensive income (loss) activity during the period:  
  Change in AOCL before reclassifications to income i   i   i 6,932  i 6,932 
  Reclassifications from AOCL to income (2), (3) i 3,818  i 33  i   i 3,851 
Other comprehensive income (loss), net i 3,818  i 33  i 6,932  i 10,783 
Balance – June 30, 2023$( i 31,596)$( i 4,180)$( i 49,351)$( i 85,127)

Three Months Ended June 30, 2022
 Interest Rate
Swaps
Defined
Benefit
Pension Plans
Foreign
Currency
Translation
Adjustments
Total
Balance – March 31, 2022$( i 50,953)$( i 6,624)$( i 25,234)$( i 82,811)
Other comprehensive income (loss) activity during the period:
  Change in AOCL before reclassifications to income i  ( i 189)( i 25,431)( i 25,620)
  Reclassifications from AOCL to income (2), (3) i 3,869  i 46  i   i 3,915 
Other comprehensive income (loss), net i 3,869 ( i 143)( i 25,431)( i 21,705)
Balance – June 30, 2022$( i 47,084)$( i 6,767)$( i 50,665)$( i 104,516)

Six Months Ended June 30, 2023
Interest Rate
Swaps
Defined
Benefit
Pension Plans
Foreign
Currency
Translation
Adjustments
Total
Balance – December 31, 2022$( i 39,248)$( i 4,247)$( i 58,115)$( i 101,610)
Other comprehensive income (loss) activity during the period:
  Change in AOCL before reclassifications to income i   i   i 8,764  i 8,764 
  Reclassifications from AOCL to income (2), (3) i 7,652  i 67  i   i 7,719 
Other comprehensive income (loss), net i 7,652  i 67  i 8,764  i 16,483 
Balance – June 30, 2023$( i 31,596)$( i 4,180)$( i 49,351)$( i 85,127)
Six Months Ended June 30, 2022
Interest Rate
Swaps
Defined
Benefit
Pension Plans
Foreign
Currency
Translation
Adjustments
Total
Balance – December 31, 2021$( i 56,323)$( i 6,672)$( i 18,436)$( i 81,431)
Other comprehensive income (loss) activity during the period:
  Change in AOCL before reclassifications to income i  ( i 189)( i 32,229)( i 32,418)
  Reclassifications from AOCL to income (2), (3) i 9,239  i 94  i   i 9,333 
Other comprehensive income (loss), net i 9,239 ( i 95)( i 32,229)( i 23,085)
Balance – June 30, 2022$( i 47,084)$( i 6,767)$( i 50,665)$( i 104,516)
(1)Amounts in parentheses represent debits (deferred losses).
19


(2)$ i  i 5.1 /  million of the reclassifications related to interest rate swaps (cash flow hedges) were recorded in Interest expense, net, for both the three months ended June 30, 2023 and 2022, respectively. $ i 10.2 million and $ i 12.3 million of the reclassifications related to interest rate swaps (cash flow hedges) were recorded in Interest expense, net, for the six months ended June 30, 2023 and 2022, respectively See Note 8 — Debt and Note 11 — Derivatives and Hedging for information regarding the cash flow hedges.
(3)The reclassifications related to defined benefit pension plans were recorded in Other income, net.

The estimated net amount of the existing losses on the Company’s interest rate swaps that are reported in Accumulated other comprehensive loss, net at June 30, 2023 that is expected to be reclassified into earnings within the next 12 months is $ i 19.5 million.

Note 10 —  i Income Taxes

The provision for income taxes was $ i 66.1 million and $ i 71.0 million for the three months ended June 30, 2023 and 2022, respectively. The effective income tax rate was  i 25.0% and  i 25.7% for the three months ended June 30, 2023 and 2022, respectively. The decrease in the effective income tax rate was primarily due to higher tax benefits from stock-based compensation in the three months ended June 30, 2023 as compared to the same period in 2022.

The provision for income taxes was $ i 151.6 million and $ i 113.6 million for the six months ended June 30, 2023 and 2022, respectively. The effective income tax rate was  i 23.5% and  i 23.1% for the six months ended June 30, 2023 and 2022, respectively. The increase in the year to date effective income tax rate in 2023 was primarily due to the sale of the TalentNeuron business.

The Company had gross unrecognized tax benefits of $ i 145.2 million on June 30, 2023 and $ i 137.2 million on December 31, 2022. It is reasonably possible that gross unrecognized tax benefits will decrease by approximately $ i 12.4 million within the next twelve months due to the anticipated closure of audits and the expiration of certain statutes of limitation.

Note 11 —  i Derivatives and Hedging

The Company enters into a limited number of derivative contracts to mitigate the cash flow risk associated with changes in interest rates on variable-rate debt and changes in foreign exchange rates on forecasted foreign currency transactions. The Company accounts for its outstanding derivative contracts in accordance with FASB ASC Topic 815, which requires all derivatives, including derivatives designated as accounting hedges, to be recorded on the balance sheet at fair value.  i The tables below provide information regarding the Company’s outstanding derivative contracts as of the dates indicated (in thousands, except for number of contracts).

June 30, 2023
Derivative Contract TypeNumber of
Contracts
Notional
Amounts
Fair Value
Asset
(Liability), Net (3)
Balance
Sheet
Line Item
Unrealized
Loss Recorded
in AOCL, net of tax
Interest rate swaps (1) i 1 $ i 350,000 $ i 4,475 Other assets$( i 31,596)
 i 7,848 Other current assets
Foreign currency forwards (2) i 27  i 231,303 ( i 262)Accrued liabilities i  
Total i 28 $ i 581,303 $ i 12,061  $( i 31,596)

December 31, 2022
Derivative Contract TypeNumber of ContractsNotional
Amounts
Fair Value
Asset
(Liability), Net (3)
Balance
Sheet
Line Item
Unrealized
Loss Recorded
in AOCL, net of tax
Interest rate swaps (1) i 1 $ i 350,000 $ i 3,952 Other assets$( i 39,248)
 i 6,346 Other current assets
Foreign currency forwards (2) i 138  i 687,763  i 625 Other current assets i  
Total i 139 $ i 1,037,763 $ i 10,923  $( i 39,248)
20


(1)Effective June 30, 2020, the Company de-designated all of its interest rate swaps and discontinued hedge accounting. Accordingly, subsequent changes to fair value of the interest rate swaps are recorded in Other income, net. The amounts previously recorded in Accumulated other comprehensive loss are amortized into Interest expense, net over the terms of the hedged forecasted interest payments. See Note 8 — Debt for additional information regarding the Company’s interest rate swap contracts.
(2)The Company has foreign exchange transaction risk because it typically enters into transactions in the normal course of business that are denominated in foreign currencies that differ from the local functional currency. The Company enters into short-term foreign currency forward exchange contracts to mitigate the cash flow risk associated with changes in foreign currency rates on forecasted foreign currency transactions. These contracts are accounted for at fair value with realized and unrealized gains and losses recognized in Other income, net because the Company does not designate these contracts as hedges for accounting purposes. All of the outstanding foreign currency forward exchange contracts at June 30, 2023 matured before July 31, 2023.
(3)See Note 12 — Fair Value Disclosures for the determination of the fair values of these instruments.

At June 30, 2023, all of the Company’s derivative counterparties were investment grade financial institutions. The Company did not have any collateral arrangements with its derivative counterparties and none of the derivative contracts contained credit-risk related contingent features.  i The table below provides information regarding amounts recognized in the accompanying Condensed Consolidated Statements of Operations for derivative contracts for the periods indicated (in thousands).

Three Months EndedSix Months Ended
 June 30,June 30,
Amount recorded in:2023202220232022
Interest expense, net (1)$ i 5,094 $ i 5,164 $ i 10,211 $ i 12,330 
Other (income) expense, net (2)( i 7,704) i 8,149 ( i 5,800)( i 18,751)
Total (income) expense, net$( i 2,610)$ i 13,313 $ i 4,411 $( i 6,421)
(1)Consists of interest expense from interest rate swap contracts.
(2)Consists of net realized and unrealized gains and losses on foreign currency forward contracts and gains and losses on de-designated interest rate swaps.

Note 12 —  i Fair Value Disclosures
 
The Company’s financial instruments include cash equivalents, fees receivable from customers, accounts payable and accrued liabilities, all of which are normally short-term in nature. The Company believes that the carrying amounts of these financial instruments reasonably approximate their fair values due to their short-term nature. The Company’s financial instruments also include its outstanding variable-rate borrowings under the 2020 Credit Agreement. The Company believes that the carrying amounts of its variable-rate borrowings reasonably approximate their fair values because the rates of interest on those borrowings reflect current market rates of interest for similar instruments with comparable maturities.

The Company enters into a limited number of derivatives transactions but does not enter into repurchase agreements, securities lending transactions or master netting arrangements. Receivables or payables that result from derivatives transactions are recorded gross in the Company’s Condensed Consolidated Balance Sheets.

FASB ASC Topic 820 provides a framework for the measurement of fair value and a valuation hierarchy based on the transparency of inputs used in the valuation of assets and liabilities. Classification within the valuation hierarchy is based on the lowest level of input that is significant to the resulting fair value measurement. The valuation hierarchy contains three levels. Level 1 measurements consist of quoted prices in active markets for identical assets or liabilities. Level 2 measurements include significant other observable inputs such as quoted prices for similar assets or liabilities in active markets; identical assets or liabilities in inactive markets; observable inputs such as interest rates and yield curves; and other market-corroborated inputs. Level 3 measurements include significant unobservable inputs such as internally-created valuation models. Generally, the Company does not utilize Level 3 valuation inputs to remeasure any of its assets or liabilities. However, Level 3 inputs may be used by the Company when certain long-lived assets, including identifiable intangible assets, goodwill, and right-of-use assets are measured at fair value on a nonrecurring basis when there are indicators of impairment. Additionally, Level 3 inputs may be used by the Company in its required annual impairment review of goodwill. Information regarding the periodic assessment of the Company’s goodwill is included in Note 3 — Goodwill and Intangible Assets. The Company does not typically transfer assets or liabilities between different levels of the valuation hierarchy.

21


 i 
The table below presents the fair values of certain financial assets and liabilities that are measured at fair value on a recurring basis in the Company's financial statements (in thousands).
DescriptionJune 30,
2023
December 31,
2022
Assets:  
Values based on Level 1 inputs:
Deferred compensation plan assets (1)$ i 14,387 $ i 6,065 
Total Level 1 inputs i 14,387  i 6,065 
Values based on Level 2 inputs:
Deferred compensation plan assets (1) i 94,943  i 84,318 
Foreign currency forward contracts (2) i 112  i 3,236 
Interest rate swap contract (3) i 12,323  i 10,298 
Total Level 2 inputs i 107,378  i 97,852 
Total Assets$ i 121,765 $ i 103,917 
Liabilities:  
Values based on Level 2 inputs:
Deferred compensation plan liabilities (1) $ i 114,911 $ i 96,641 
Foreign currency forward contracts (2) i 374  i 2,611 
Total Level 2 inputs i 115,285  i 99,252 
Total Liabilities$ i 115,285 $ i 99,252 
(1)The Company has a deferred compensation plan for the benefit of certain highly compensated officers, managers and other key employees. The assets consist of investments in money market funds, mutual funds and company-owned life insurance contracts, which are valued based on Level 1 or Level 2 inputs. The related deferred compensation plan liabilities are recorded at fair value, or the estimated amount needed to settle the liability, which the Company considers to be a Level 2 input.
(2)The Company enters into foreign currency forward exchange contracts to hedge the effects of adverse fluctuations in foreign currency exchange rates (see Note 11 — Derivatives and Hedging). Valuation of these contracts is based on observable foreign currency exchange rates in active markets, which the Company considers to be a Level 2 input.
(3)The Company has an interest rate swap contract that hedges the risk of variability from interest payments on its borrowings (see Note 8 — Debt). The fair value of the interest rate swap is based on mark-to-market valuations prepared by a third-party broker. This valuation are based on observable interest rates from recently executed market transactions and other observable market data, which the Company considers to be Level 2 inputs. The Company independently corroborates the reasonableness of the valuations prepared by the third-party broker by using an electronic quotation service.
 / 

 i 
The table below presents the carrying amounts (net of deferred financing costs) and fair values of financial instruments that are not recorded at fair value in the Company’s Condensed Consolidated Balance Sheets (in thousands). The estimated fair value of the financial instruments was derived from quoted market prices provided by an independent dealer, which the Company considers to be a Level 2 input.
Carrying AmountFair Value
June 30,December 31,June 30,December 31,
Description2023202220232022
2028 Notes$ i 793,504 $ i 792,934 $ i 749,000 $ i 740,864 
2029 Notes i 594,368  i 593,951  i 530,544  i 523,842 
2030 Notes i 792,752  i 792,324  i 698,392  i 688,856 
Total$ i 2,180,624 $ i 2,179,209 $ i 1,977,936 $ i 1,953,562 
 / 

Assets and liabilities measured at fair value on a non-recurring basis

The Company’s certain long-lived assets, including identifiable intangible assets, goodwill, right-of-use assets and other long-lived assets, are measured at fair value on a nonrecurring basis when there are indicators of impairment. During the three and six months ended June 30, 2023, the Company recorded impairment charges of $ i 10.0 million and $ i 18.7 million, respectively,
22


on right-of-use assets and other long-lived assets primarily related to certain office leases that the Company determined will no longer be used. The impairments were derived by comparing the fair value of the impacted assets to the carrying value of those assets as of the impairment measurement date, as required under ASC Topic 360 using Level 3 inputs. See Note 14 — Leases for additional discussion related to these impairment charges.

Note 13 —  i Contingencies

Legal Matters. The Company is involved in legal proceedings and litigation arising in the ordinary course of business. A provision is recorded for pending litigation in the Company’s consolidated financial statements when it is determined that an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. The Company believes that the potential liability, if any, in excess of amounts already accrued from all proceedings, claims and litigation will not have a material effect on its financial position, cash flows or results of operations when resolved in a future period.

Indemnifications. The Company has various agreements that may obligate it to indemnify the other party with respect to certain matters. Generally, these indemnification clauses are included in contracts arising in the normal course of business under which the Company customarily agrees to hold the other party harmless against losses arising from a breach of representations related to matters such as title to assets sold and licensed or certain intellectual property rights. It is not possible to predict the maximum potential amount of future payments under these indemnification agreements due to the conditional nature of the Company’s obligations and the unique facts of each particular agreement. Historically, payments made by the Company under these agreements have not been material. As of June 30, 2023, the Company did not have any material payment obligations under any such indemnification agreements.

Note 14 —  i  i Leases / 

The Company’s leasing activities are primarily for facilities under cancelable and non-cancelable lease agreements expiring during 2023 and through 2038. These facilities support our executive and administrative activities, sales, systems support, operations, and other functions. The Company also has leases for office equipment and other assets, which are not significant. Certain of these lease agreements include (i) renewal options to extend the lease term for up to  i ten years and/or (ii) options to terminate the agreement within  i one year. Additionally, certain of the Company’s lease agreements provide standard recurring escalations of lease payments for, among other things, increases in a lessor’s maintenance costs and taxes. Under some lease agreements, the Company may be entitled to allowances, free rent, lessor-financed tenant improvements and other incentives. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company subleases certain office space that it does not intend to occupy. Such sublease arrangements expire during 2023 and through 2032 and primarily relate to facilities in Arlington, Virginia. Certain of the Company’s sublease agreements: (i) include renewal and termination options; (ii) provide for customary escalations of lease payments in the normal course of business; and (iii) grant the subtenant certain allowances, free rent, Gartner-financed tenant improvements and other incentives.

All of the Company’s leasing and subleasing activity is recognized in Selling, general and administrative expense in the accompanying Condensed Consolidated Statements of Operations.  i The table below presents the Company’s net lease cost and certain other information related to the Company’s leasing activities as of and for the periods indicated (dollars in thousands).

Three Months EndedSix Months Ended
June 30,
June 30,
Description:2023202220232022
Operating lease cost (1)$ i 28,567 $ i 29,532 $ i 57,366 $ i 59,896 
Lease cost (2) i 5,560  i 2,783  i 10,280  i 7,051 
Sublease income( i 13,284)( i 11,812)( i 25,925)( i 22,737)
Total lease cost, net (3) (4)$ i 20,843 $ i 20,503 $ i 41,721 $ i 44,210 
Cash paid for amounts included in the measurement of operating lease liabilities$ i 35,194 $ i 34,042 $ i 70,142 $ i 68,859 
Cash receipts from sublease arrangements$ i 12,779 $ i 11,466 $ i 25,218 $ i 22,630 
Right-of-use assets obtained in exchange for new operating lease liabilities$ i 6,344 $ i 4,752 $ i 7,991 $ i 11,682 
23


(1)Included in operating lease cost was $ i 10.8 million and $ i 10.4 million for the three months ended June 30, 2023 and 2022, respectively, and $ i 21.4 million and $ i 20.9 million for the six months ended June 30, 2023 and 2022, respectively for costs related to subleasing activities.
(2)These amounts are primarily variable lease and nonlease costs that are not fixed at the lease commencement date or are dependent on something other than an index or a rate.
(3)The Company did not capitalize any operating lease costs during any of the periods presented.
(4)Amount excludes impairment charges on lease related assets, as discussed below.

 i 
The table below indicates where the discounted operating lease payments from the above table are classified in the accompanying Condensed Consolidated Balance Sheets (in thousands).

June 30,December 31,
Description:20232022
Accounts payable and accrued liabilities$ i 105,026 $ i 99,717 
Operating lease liabilities i 555,085  i 597,267 
Total operating lease liabilities included in the Condensed Consolidated Balance Sheets$ i 660,111 $ i 696,984 
 / 

As a result and in consideration of the changing nature of the Company’s use of office space, the Company continues to evaluate its existing real estate lease portfolio. In connection with this evaluation, the Company reviewed certain of its right-of-use assets and related other long-lived assets for impairment under ASC 360. As a result of the evaluation, the Company recognized impairment losses during the three months ended June 30, 2023 and 2022 of $ i 10.0 million and $ i 11.6 million, respectively, and $ i 18.7 million and $ i 35.5 million for the six months ended June 30, 2023 and 2022, respectively, which are included as a component of Selling, general and administrative expenses in the accompanying Condensed Consolidated Statements of Operations. The impairment losses recorded include $ i 7.1 million and $ i 7.6 million related to right-of-use assets and $ i 2.9 million and $ i 4.0 million related to other long-lived assets, primarily leasehold improvements, for the three months ended June 30, 2023 and 2022, respectively. The impairment losses recorded include $ i 13.4 million and $ i 25.3 million related to right-of-use assets and $ i 5.3 million and $ i 10.2 million related to other long-lived assets, primarily leasehold improvements, for the six months ended June 30, 2023 and 2022, respectively.

The fair values for the asset groups relating to the impaired long-lived assets were estimated primarily using discounted cash flow models (income approach) with Level 3 inputs. The significant assumptions used in estimating fair values include the expected downtime prior to the commencement of future subleases, projected sublease income over the remaining lease periods and discount rates that reflect the level of risk associated with receiving future cash flows.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The purpose of this Management’s Discussion and Analysis (“MD&A”) is to facilitate an understanding of significant factors influencing the quarterly operating results, financial condition and cash flows of Gartner, Inc. Additionally, the MD&A conveys our expectations of the potential impact of known trends, events or uncertainties that may impact future results. You should read this discussion in conjunction with our Condensed Consolidated Financial Statements and related notes included in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”). Historical results and percentage relationships are not necessarily indicative of operating results for future periods. References to “Gartner,” the “Company,” “we,” “our” and “us” in this MD&A are to Gartner, Inc. and its consolidated subsidiaries.

FORWARD-LOOKING STATEMENTS

In addition to historical information, this Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are any statements other than statements of historical fact, including statements regarding our expectations, beliefs, hopes, intentions, projections or strategies regarding the future. In some cases, forward-looking statements can be identified by the use of words such as “may,” “will,” “expect,” “should,” “could,” “believe,” “plan,” “anticipate,” “estimate,” “predict,” “potential,” “continue” or other words of similar meaning.

We operate in a very competitive and rapidly changing environment that involves numerous known and unknown risks and uncertainties, some of which are beyond our control. Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future quarterly and annual revenues, operating income, results of operations and cash flows, as well as any forward-looking statement, are subject to change and to inherent risks and uncertainties, such as those disclosed or incorporated by reference in our filings with the Securities and Exchange Commission. Important factors that could cause our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in our forward-looking statements include, among others, the following: the impact of general economic conditions, including inflation (and related monetary policy by governments in response to inflation), on economic activity and our operations; changes in macroeconomic and market conditions and market volatility, including interest rates and the effect on the credit markets and access to capital; the impact of global economic and geopolitical conditions, including inflation, recession and the COVID-19 pandemic; our ability to carry out our strategic initiatives and manage associated costs; our ability to recover potential claims under our event cancellation insurance; the timing of conferences and meetings, in particular our Gartner Symposium/Xpo series that normally occurs during the fourth quarter; our ability to achieve and effectively manage growth, including our ability to integrate our acquisitions and consummate and integrate future acquisitions; our ability to pay our debt obligations; our ability to maintain and expand our products and services; our ability to expand or retain our customer base; our ability to grow or sustain revenue from individual customers; our ability to attract and retain a professional staff of research analysts and consultants as well as experienced sales personnel upon whom we are dependent, especially in light of increasing labor competition; our ability to achieve continued customer renewals and achieve new contract value, backlog and deferred revenue growth in light of competitive pressures; our ability to successfully compete with existing competitors and potential new competitors; our ability to enforce and protect our intellectual property rights; additional risks associated with international operations, including foreign currency fluctuations; the impact on our business resulting from changes in international conditions, including those resulting from the war in Ukraine and current and future sanctions imposed by governments or other authorities; the impact of restructuring and other charges on our businesses and operations; cybersecurity incidents; risks associated with the creditworthiness, budget cuts, and shutdown of governments and agencies; our ability to meet ESG commitments; the impact of changes in tax policy (including the Inflation Reduction Act of 2022) and heightened scrutiny from various taxing authorities globally; changes to laws and regulations; and other risks and uncertainties. The potential fluctuations in our operating income could cause period-to-period comparisons of operating results not to be meaningful and could provide an unreliable indication of future operating results A description of the risk factors associated with our business is included under “Risk Factors” in Item 1A. of the 2022 Form 10-K, which is incorporated herein by reference.

Forward-looking statements are subject to risks, estimates and uncertainties that could cause actual results to differ materially from those discussed in, or implied by, the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those listed above or described under “Risk Factors” in Item 1A of the 2022 Form 10-K. Readers should not place undue reliance on these forward-looking statements, which reflect management’s opinion only as of the date on which they were made. Forward-looking statements in this Quarterly Report on Form 10-Q speak only as of the date hereof, and forward-looking statements in documents attached that are incorporated by reference speak only as of the date of those documents. Except as required by law, we disclaim any obligation to review or update these forward-looking statements to reflect events or circumstances as they occur.

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BUSINESS OVERVIEW

Gartner, Inc. (NYSE: IT) delivers actionable, objective insight that drives smarter decisions and stronger performance on an organization’s mission-critical priorities.

We deliver our products and services globally through three business segments – Research, Conferences and Consulting, as described below.

Research equips executives and their teams from every function and across all industries with actionable, objective insight, guidance and tools. Our experienced experts deliver all this value informed by an unmatched combination of practitioner-sourced and data-driven research to help our clients address their mission critical priorities.

Conferences provides executives and teams across an organization the opportunity to learn, share and network. From our Gartner Symposium/Xpo series, to industry-leading conferences focused on specific business roles and topics, to peer-driven sessions, our offerings enable attendees to experience the best of Gartner insight and guidance.

Consulting serves senior executives leading technology-driven strategic initiatives leveraging the power of Gartner’s actionable, objective insight. Through custom analysis and on-the-ground support we enable optimized technology investments and stronger performance on our clients’ mission critical priorities.

As of June 30, 2023 we had approximately 20,104 employees globally, an increase of 11.7% from June 30, 2022.

Recent Events

Inflation rates, particularly in North America and Europe, have increased significantly in the past two years. Inflation has not had a material effect on our business operations, financial performance and results of operations, other than its impact on the general economy. However, if our costs, in particular personnel-related costs, were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases in future periods. Our inability or failure to realize these offsets could adversely affect our business operations, financial performance and results of operations.

On August 16, 2022, the Inflation Reduction Act of 2022 was enacted into law in the United States. The statute includes a 15% corporate alternative minimum tax on U.S. corporations with adjusted financial statement income in excess of $1.0 billion which is effective for taxable years beginning after December 31, 2022. The statute also includes a 1% excise tax on publicly traded U.S. corporations for the value of any of its stock that is repurchased by the corporation, excluding certain excepted repurchases. We do not expect it will have a material impact on our future U.S. tax expense, cash taxes and effective tax rate. We also do not expect it to have a material impact on the amount of potential future share repurchases.

In February 2023, we completed the sale of a non-core business, TalentNeuron, for approximately $161.1 million after considerations of post-close adjustments. TalentNeuron was included in the Company’s Research segment. $156.1 million cash was received from the sale during the six months ended June 30, 2023. We recognized a pre-tax gain of $135.4 million on the sale of TalentNeuron, which is included in Gain from sale of divested operation in the Condensed Consolidated Statement of Operations for the six months ended June 30, 2023. For the three months ended June 30, 2023, post-close adjustments were settled and resulted in a $3.9 million reduction to the gain.

In May 2023, we entered into an amendment of the 2020 Credit Agreement that replaced the interest rate benchmark from LIBOR to Term Secured Overnight Financing Rate (“SOFR”). After the amendment, interest is accrued on outstanding balances under the credit facility and payable monthly at a rate of the one month Term SOFR plus 10 basis points and the applicable margin. Prior to the amendment, interest was accrued at a rate of the one month LIBOR plus the applicable margin.

Additionally, in May 2023, in conjunction with the amendment of the 2020 credit agreement, we entered into an amendment of our interest rate swap contract. Under the amended agreement, we pay a base fixed rate of 2.98% and in return receive a floating Term SOFR base rate on 30-day notional borrowings. Prior to the amendment, we paid a base fixed rate of 3.04% and in return received a floating Eurodollar base rate on 30-day notional borrowings.

BUSINESS MEASUREMENTS

We believe that the following business measurements are important performance indicators for our business segments:

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BUSINESS SEGMENTBUSINESS MEASUREMENT
Research
Contract value represents the dollar value attributable to all of our subscription-related contracts. It is calculated as the annualized value of all contracts in effect at a specific point in time, without regard to the duration of the contract. Contract value primarily includes Research deliverables for which revenue is recognized on a ratable basis, as well as other deliverables (primarily Conferences tickets) for which revenue is recognized when the deliverable is utilized. Comparing contract value year-over-year not only measures the short-term growth of our business, but also signals the long-term health of our Research subscription business since it measures revenue that is highly likely to recur over a multi-year period. Our contract value consists of Global Technology Sales contract value, which includes sales to users and providers of technology, and Global Business Sales contract value, which includes sales to all other functional leaders.
Client retention rate represents a measure of client satisfaction and renewed business relationships at a specific point in time. Client retention is calculated on a percentage basis by dividing our current clients, who were also clients a year ago, by all clients from a year ago. Client retention is calculated at an enterprise level, which represents a single company or customer.
Wallet retention rate represents a measure of the amount of contract value we have retained with clients over a twelve-month period. Wallet retention is calculated on a percentage basis by dividing the contract value of our current clients, who were also clients a year ago, by the contract value from a year ago, excluding the impact of foreign currency exchange. When wallet retention exceeds client retention, it is an indication of retention of higher-spending clients, or increased spending by retained clients, or both. Wallet retention is calculated at an enterprise level, which represents a single company or customer.
Conferences
Number of destination conferences represents the total number of hosted virtual or in-person conferences completed during the period. Single day, local meetings are excluded.
Number of destination conferences attendees represents the total number of people who attend virtual or in-person conferences. Single day, local meetings are excluded.
Consulting
Consulting backlog represents future revenue to be derived from in-process consulting and benchmark analytics engagements.
Utilization rate represents a measure of productivity of our consultants. Utilization rates are calculated for billable headcount on a percentage basis by dividing total hours billed by total hours available to bill.

27


EXECUTIVE SUMMARY OF OPERATIONS AND FINANCIAL POSITION

The fundamentals of our strategy include a focus on creating actionable insights for executives and their teams, delivering innovative and highly differentiated product offerings, building a strong sales capability, providing world class client service with a focus on client engagement and retention, and continuously improving our operational effectiveness.

We had total revenues of $1.5 billion during the second quarter of 2023, an increase of 9% compared to the second quarter of 2022. During the second quarter of 2023, revenues for Research increased by 6%, Conferences revenue increased by 49%, and Consulting revenues increased by 5%, compared to the second quarter of 2022. For a more complete discussion of our results by segment, see Segment Results below.

For the second quarter of 2023 and 2022, we had net income of $198.0 million and $204.9 million, respectively, and diluted income per share of $2.48 and $2.53, respectively. Cash provided by operating activities was $600.5 million and $583.4 million during the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023, we had $1.2 billion of cash and cash equivalents and approximately $1.0 billion of available borrowing capacity on our revolving credit facility. For a more complete discussion of our cash flows and financial position, see the Liquidity and Capital Resources section below.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

For information regarding our critical accounting policies and estimates, please refer to Part II, Item 7, “Critical Accounting Policies and Estimates” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. There have been no material changes to the critical accounting policies previously disclosed in that report.

RECENTLY ISSUED ACCOUNTING STANDARDS

The FASB has issued accounting standards that have not yet become effective and that may impact the Company’s consolidated financial statements or its disclosures in future periods. Note 1 — Business and Basis of Presentation in the Notes to Condensed Consolidated Financial Statements provides information regarding those accounting standards.


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RESULTS OF OPERATIONS
Consolidated Results
In addition to GAAP results, we provide foreign currency neutral dollar amounts and percentages for our revenues, certain expenses, contract values and other metrics. These foreign currency neutral dollar amounts and percentages eliminate the effects of exchange rate fluctuations and thus provide a more accurate and meaningful trend in the underlying business performance being measured. We calculate foreign currency neutral dollar amounts by converting the underlying amounts in local currency for different periods into U.S. dollars by applying the same foreign exchange rates to all periods presented.
The table below presents an analysis of selected line items and period-over-period changes in our interim Condensed Consolidated Statements of Operations for the periods indicated (in thousands).
Three Months Ended June 30, 2023Three Months Ended June 30, 2022 Increase (Decrease)Increase
(Decrease)
%
Total revenues$1,503,185 $1,376,521 $126,664 %
Costs and expenses:    
Cost of services and product development487,418 424,535 62,883 15 
Selling, general and administrative680,168 604,911 75,257 12 
Depreciation23,712 22,910 802 
Amortization of intangibles22,901 24,754 (1,853)(7)
Acquisition and integration charges1,973 2,289 (316)(14)
    Gain from sale of divested operation
3,906 — 3,906 nm
Operating income283,107 297,122 (14,015)(5)
Interest expense, net(24,558)(29,719)(5,161)(17)
Other income, net5,575 8,548 (2,973)(35)
Less: Provision for income taxes66,081 71,026 (4,945)(7)
Net income$198,043 $204,925 $(6,882)(3)%
nm = not meaningful.     
Six Months Ended June 30, 2023Six Months Ended June 30, 2022Increase (Decrease)Increase
(Decrease)
%
Total revenues$2,912,054 $2,639,261 $272,793 10 %
Costs and expenses:    
Cost of services and product development922,557 801,568 120,989 15 
Selling, general and administrative1,337,258 1,222,815 114,443 
Depreciation47,608 46,111 1,497 
Amortization of intangibles45,636 49,902 (4,266)(9)
Acquisition and integration charges3,341 4,496 (1,155)(26)
    Gain from sale of divested operation(135,410)— (135,410)nm
Operating income691,064 514,369 176,695 34 
Interest expense, net(51,949)(61,113)(9,164)(15)
Gain on event cancellation insurance claims3,077 — 3,077 nm
Other income, net3,209 37,754 (34,545)(92)
Less: Provision for income taxes151,575 113,570 38,005 33
Net income$493,826 $377,440 $116,386 31 %
nm = not meaningful.
Total revenues for the three months ended June 30, 2023 were $1.5 billion, an increase of $126.7 million, or 9% compared to the same period in 2022 on a reported basis and 10% excluding the foreign currency impact. Total revenues for the six months
29


ended June 30, 2023 were $2.9 billion, an increase of $272.8 million, or 10% compared to the same period in 2022 on a reported basis and 12% excluding the foreign currency impact. Refer to the section of this MD&A below entitled “Segment Results” for a discussion of revenues and results by segment.

Cost of services and product development was $487.4 million during the three months ended June 30, 2023, an increase of $62.9 million compared to the same period in 2022, or 15% both on a reported basis and excluding the foreign currency impact. The increase in Cost of services and product development was primarily due to increased compensation costs as a result of higher headcount, and increased conference related expenses, due to the return to in-person destination conferences. Cost of services and product development as a percent of revenues was 32% and 31% for the three months ended June 30, 2023 and 2022, respectively. Cost of services and product development was $922.6 million during the six months ended June 30, 2023, an increase of $121.0 million compared to the same period in 2022, or 15% on a reported basis and 16% excluding the foreign currency impact. The increase was primarily due to the same factors that caused the year-over-year quarterly increase. Cost of services and product development as a percent of revenues was 32% and 30% for the six months ended June 30, 2023 and 2022, respectively.

Selling, general and administrative (“SG&A”) expense was $680.2 million during the three months ended June 30, 2023, an increase of $75.3 million compared to the same period in 2022, or 12% on a reported basis and 14% excluding the foreign currency impact. The increase in SG&A expense during the three months ended June 30, 2023 was primarily as a result of higher personnel expenses due to increased headcount. SG&A expense was $1.3 billion during the six months ended June 30, 2023, an increase of $114.4 million compared to the same period in 2022, or 9% on a reported basis and 11% excluding the foreign currency impact. The increase was primarily due to the same factors that caused the year-over-year quarterly increase. The number of quota-bearing sales associates in Global Technology Sales increased by 13% to 3,664 and in Global Business Sales, adjusted for the sale of our TalentNeuron business, increased by 15% to 1,150 compared to June 30, 2022. On a combined basis, the total number of quota-bearing sales associates increased by 14% when compared to June 30, 2022. SG&A expense as a percent of revenues was 45% and 44% during the three months ended June 30, 2023 and 2022, respectively. SG&A expense as a percent of revenues was 46% for both of the six months ended June 30, 2023 and 2022.

Depreciation increased by 4% and 3% during the three and six months ended June 30, 2023, respectively, compared to the same periods in 2022. The increase for the three and six months ended June 30, 2023 was primarily due to increased computer equipment and software additions in 2022, partially offset by a reduction in leasehold improvements depreciation as a result of the impairment losses recorded during calendar year 2022.

Amortization of intangibles decreased by 7% and 9% during the three and six months ended June 30, 2023, respectively, compared to the same periods in 2022, primarily due to intangible assets divested as part of the sale of our TalentNeuron business.

Acquisition and integration charges decreased by $0.3 million and $1.2 million during the three and six months ended June 30, 2023, respectively, compared to the same periods in 2022.

Gain from sale of divested operation was attributable to the sale of our TalentNeuron business in February 2023. We recognized a pre-tax gain of $135.4 million for the six months ended June 30, 2023. For the three months ended June 30, 2023, post-close adjustments were settled and resulted in a $3.9 million reduction to the gain.

Operating income was $283.1 million and $297.1 million during the three months ended June 30, 2023 and 2022, respectively. Operating income was $691.1 million and $514.4 million during the six months ended June 30, 2023 and 2022, respectively. The decrease in operating income for the three months ended June 30, 2023 as compared to the prior year period was primarily due to an increase in cost of services and product development and selling, general and administrative expenses, partially offset by increased revenue. The increase in operating income for the six months ended June 30, 2023 as compared to the prior year period was primarily due to the gain from sale of divested operation, as well as increased revenue, partially offset by an increase in cost of services and product development and selling, general and administrative expenses.

Interest expense, net decreased by $5.2 million and $9.2 million during the three and six months ended June 30, 2023, respectively, compared to the same periods in 2022. The decrease for the three months ended June 30, 2023 was due to increased interest income, partially offset by higher interest expense on our term loan. The decrease for the six months ended June 30, 2023 was primarily due to the same factors that caused the year-over-year quarterly increase, as well as lower interest expense due to the maturation of $700.0 million in fixed-for-floating interest rate swap contracts in March 2022.

30


Gain on event cancellation insurance claims of $3.1 million during the six months ended June 30, 2023 reflected proceeds related to 2020 conference cancellation insurance claims.

Other income, net for the periods presented herein included the net impact of foreign currency gains and losses from our hedging activities. Other income, net for the three and six months ended June 30, 2023 also included gains of $6.5 million and $5.1 million, respectively, on de-designated interest rate swaps. Other income, net for the three and six months ended June 30, 2022 also included gains of $10.7 million and $40.5 million, respectively, on de-designated interest rate swaps.

The provision for income taxes was $66.1 million and $71.0 million for the three months ended June 30, 2023 and 2022, respectively, and $151.6 million and $113.6 million for the six months ended June 30, 2023 and 2022, respectively.

The effective income tax rate was 25.0% and 25.7% for the three months ended June 30, 2023 and 2022, respectively, and 23.5% and 23.1% for the six months ended June 30, 2023 and 2022, respectively. The decrease in the effective income tax rate during the three months ended June 30, 2023 as compared to the same period in 2022 was primarily due to higher tax benefits from stock-based compensation. The increase in the year to date effective income tax rate was primarily due to the sale of our TalentNeuron business.

Net income for the three months ended June 30, 2023 and 2022 was $198.0 million and $204.9 million, respectively, while net income for the six months ended June 30, 2023 and 2022 was $493.8 million and $377.4 million, respectively. Our diluted net income per share during the three months ended June 30, 2023 decreased by $0.05, while it increased by $1.57 for the six months ended June 30, 2023, compared to the same period in 2022. The decrease in net income during the three months ended June 30, 2023 as compared to the prior year period was primarily due to an increase in operating expenses, partially offset by an increase in revenue. The increase in net income during the six months ended June 30, 2023 was primarily the result of the gain from sale of divested operations, as well as increased revenue, partially offset by increased operating expenses, a lower gain from de-designated interest rate swaps and higher income tax expense.

SEGMENT RESULTS

We evaluate reportable segment performance and allocate resources based on gross contribution margin. Gross contribution is defined as operating income or loss excluding certain Cost of services and product development expenses, SG&A expenses, Depreciation, Amortization of intangibles, Acquisition and integration charges and Gain from sale of divested operation. Gross contribution margin is defined as gross contribution as a percent of revenues.

Reportable Segments

The sections below present the results of the Company’s three reportable business segments: Research, Conferences and Consulting.
31


Research
 As Of And For The Three Months Ended June 30, 2023As Of And For The Three Months Ended June 30, 2022Increase
(Decrease)
Percentage
Increase
(Decrease)
As Of And For The Six Months Ended June 30, 2023As Of And For The Six Months Ended June 30, 2022Increase
(Decrease)
Percentage
Increase
(Decrease)
Financial Measurements:    
Revenues (1)$1,207,885$1,142,329$65,556 %$2,425,076 $2,278,709 $146,367 %
Gross contribution (1)$885,282$843,965$41,317 %$1,784,796 $1,693,344 $91,452 %
Gross contribution margin73 %74 %(1) point— 74 %74 %0 point— 
Business Measurements:
    
Global Technology Sales (2):
Contract value (1), (3)$3,548,000$3,305,000$243,000 %
Client retention 84 %86 %(2) points— 
Wallet retention 102 %107 %(5) points— 
Global Business Sales (2):
Contract value (1), (3), (4)$1,009,000$880,000$129,000 15 %
Client retention 88 %88 %0 point— 
Wallet retention 109 %115 %(6) points— 
(1)Dollars in thousands.
(2)Global Technology Sales includes sales to users and providers of technology. Global Business Sales includes sales to all other functional leaders.
(3)Contract values are on a foreign exchange neutral basis. Contract values as of June 30, 2022 have been calculated using the same foreign currency rates as 2023.
(4)Contract value as of June 30, 2022 excludes the TalentNeuron business sold in February 2023.

Research revenues increased by $65.6 million during the three months ended June 30, 2023 compared to the same period in 2022, or 6% on a reported basis and 7% excluding the foreign currency impact. For the six months ended June 30, 2023, research revenue increased by $146.4 million compared to the same period in 2022 or 6% on a reported basis and 8% excluding the foreign currency impact. The segment gross contribution margin was 73% and 74% for the three months ended June 30, 2023 and 2022, respectively, and 74% for both the six months ended June 30, 2023 and 2022,. The increase in revenues during 2023 was primarily due to strong Research contract value growth in 2022.

Contract value increased to $4.6 billion at June 30, 2023, or 9% compared to June 30, 2022 excluding the foreign currency impact. Global Technology Sales (“GTS”) contract value increased by 7% at June 30, 2023 when compared to June 30, 2022. The increase in GTS contract value was primarily due to new business from new and existing clients. GTS contract value increased by at least high single-digits for nearly all enterprise sizes and the majority of sectors. Global Business Sales (“GBS”) contract value increased by 15% year-over-year, also primarily driven by new business from new and existing clients. The majority of our GBS practices achieved double-digit growth rates, with all enterprise sizes and nearly all sectors growing double-digits year-over-year.

GTS client retention was 84% and 86% as of June 30, 2023 and 2022, respectively, while wallet retention was 102% and 107%, respectively. GBS client retention was 88% for both June 30, 2023 and 2022, while wallet retention was 109% and 115%, respectively. The decrease in GTS and GBS wallet retention was largely due to lower levels of incremental spending by existing clients compared to the same period in 2022.


32


Conferences
 Three Months Ended June 30, 2023Three Months Ended June 30, 2022Increase
(Decrease)
Percentage
Increase
(Decrease)
Six Months Ended June 30, 2023Six Months Ended June 30, 2022Increase
(Decrease)
Percentage
Increase
(Decrease)
Financial Measurements:    
Revenues (1)$168,897 $113,525 $55,372 49 %$233,539 $123,879 $109,660 89 %
Gross contribution (1)$98,450 $73,526 $24,924 34 %$125,238 $70,650 $54,588 77 %
Gross contribution margin58 %65 %(7) points— 54 %57 %(3) points— 
Business Measurements:    
Number of destination conferences (2)17 14 21 %27 19 42 %
Number of destination conferences attendees (2)24,520 14,467 10,053 69 %35,645 18,371 17,274 94 %
nm = not meaningful.
(1)Dollars in thousands.
(2)Includes both virtual and in-person conferences. Single day, local meetings are excluded.

Conferences revenues increased by $55.4 million during the three months ended June 30, 2023 compared to the same period in 2022. Conferences revenues increased by $109.7 million during the six months ended June 30, 2023 compared to the same period in 2022. The increase in revenues for the three and six months ended June 30, 2023 was primarily due to the return to in-person destination conferences, beginning in the second quarter of 2022. We held 17 and 27 in-person destination conferences during the three and six months ended June 30, 2023, respectively. We held 6 in-person destination conferences during both the three and six months ended June 30, 2022, and 8 and 13 virtual conferences during the three and six months ended June 30, 2022, respectively. Gross contribution increased to $98.5 million during the three months ended June 30, 2023 compared to $73.5 million in the same period last year. Gross contribution increased to $125.2 million during the six months ended June 30, 2023 compared to $70.7 million in the same period last year. The increase in gross contribution was primarily the result of the return to in-person destination conferences noted above.

33


Consulting
 As Of And For The Three Months Ended June 30, 2023As Of And For The Three Months Ended June 30, 2022Increase
(Decrease)
Percentage
Increase
(Decrease)
As Of And For The Six Months Ended June 30, 2023As Of And For The Six Months Ended June 30, 2022Increase
(Decrease)
Percentage
Increase
(Decrease)
Financial Measurements:    
Revenues (1) $126,403 $120,667 $5,736 %$253,439 $236,673 $16,766 %
Gross contribution (1) $47,321 $50,223 $(2,902)(6)%$98,129 $101,235 $(3,106)(3)%
Gross contribution margin37 %42 %(5) points— 39 %43 %(4) points— 
Business Measurements:    
Backlog (1), (2)$171,600 $146,800 $24,800 17 %
Billable headcount935 799 136 17 %
Consultant utilization66 %71 %(5) points— 66 %72 %(6) points— 
(1)Dollars in thousands.
(2)Backlog is on a foreign exchange neutral basis. Backlog as of June 30, 2022 has been calculated using the same foreign currency rates as 2023.

Consulting revenues increased by 5% during the three months ended June 30, 2023 compared to the same period in 2022 on a reported basis and 6% excluding the foreign currency impact, with an increase in labor-based consulting revenue of 9% and a decrease in contract optimization revenue of 12%, each on a reported basis. Contract optimization revenue may vary significantly and, as such, revenues for the second quarter of 2023 may not be indicative of results for the remainder of 2023 or beyond. The segment gross contribution margin was 37% and 42% for the three months ended June 30, 2023 and 2022, respectively. The decrease in gross contribution margin during the second quarter of 2023 was primarily due to increased personnel expense related to higher headcount.

For the six months ended June 30, 2023, Consulting revenues increased 7% compared to the same period in 2022 on a reported basis and 10% excluding the foreign currency impact, with an increase in labor-based consulting revenue of 5% and an increase in contract optimization revenue of 17%, each on a reported basis. The segment gross contribution margin for the three and six months ended June 30, 2023 decreased by 4 points compared to the same period in 2022. The decrease in gross contribution margin for the six months ended June 30, 2023 was also primarily due to increased personnel expense related to higher headcount.

Backlog increased by $24.8 million, or 17%, from June 30, 2022 to June 30, 2023, excluding the foreign currency impact.

34


LIQUIDITY AND CAPITAL RESOURCES

We finance our operations through cash generated from our operating activities and, to a lesser extent, borrowings. Note 8 — Debt in the Notes to Condensed Consolidated Financial Statements provides additional information regarding the Company’s outstanding debt obligations. At June 30, 2023, we had $1.2 billion of cash and cash equivalents and approximately $1.0 billion of available borrowing capacity on the revolving credit facility under our 2020 Credit Agreement. We believe that the Company has adequate liquidity to meet its currently anticipated needs for both the next twelve months and the foreseeable future.

We have historically generated significant cash flows from our operating activities, benefiting from the favorable working capital dynamics of our subscription-based business model in our Research segment, which is our largest business segment and historically has constituted a significant portion of our total revenues. The majority of our Research customer contracts are paid in advance and, combined with a strong customer retention rate and high incremental margins, our subscription-based business model has resulted in continuously strong operating cash flow. Cash flow generation has also benefited from our ongoing efforts to improve the operating efficiencies of our businesses as well as a focus on the optimal management of our working capital as we increase sales.

Our cash and cash equivalents are held in numerous locations throughout the world with 50% held outside the U.S. at June 30, 2023. We intend to reinvest substantially all of our accumulated undistributed foreign earnings, except in instances where repatriation would result in minimal additional tax.

The table below summarizes the changes in our cash balances for the periods indicated (in thousands).
 Six Months Ended June 30, 2023Six Months Ended June 30, 2022Increase
(Decrease)
Cash provided by operating activities $600,461 $583,392 $17,069 
Cash provided by (used in) investing activities109,363 (38,385)147,748 
Cash used in financing activities(228,732)(920,548)691,816 
Net increase (decrease) in cash and cash equivalents and restricted cash481,092 (375,541)856,633 
Effects of exchange rates (6,263)(20,479)14,216 
Beginning cash and cash equivalents and restricted cash698,599 760,602 (62,003)
Ending cash and cash equivalents and restricted cash $1,173,428 $364,582 $808,846 

Operating

Cash provided by operating activities was $600.5 million and $583.4 million during the six months ended June 30, 2023 and 2022, respectively. The year-over-year increase was primarily due to increased operating income, excluding the gain from sale of divested operation, partially offset by increased income tax payments, in part as a result of the gain on sale of divested operation in 2023.

Investing

Cash provided by (used in) investing activities was $109.4 million and $(38.4) million during the six months ended June 30, 2023 and 2022, respectively. The increase from 2022 to 2023 was the result of the proceeds received from the sale of our TalentNeuron business in February 2023, partially offset by increased capital expenditures primarily due to higher capitalized software and IT infrastructure additions.

Financing

Cash used in financing activities was $228.7 million and $920.5 million during the six months ended June 30, 2023 and 2022, respectively. During the 2023 period, we used $238.4 million of cash for share repurchases and paid a net $3.6 million in debt principal repayments. During the 2022 period, we used $929.9 million of cash for share repurchases and repaid a net $2.7 million in debt principal repayments.

Debt

35


As of June 30, 2023, the Company had $2.5 billion of principal amount of debt outstanding, of which $4.2 million is to be repaid in the remainder of fiscal year 2023. Note 8 — Debt in the Notes to Condensed Consolidated Financial Statements provides additional information regarding the Company’s outstanding debt obligations. From time to time, the Company may seek to retire or repurchase its outstanding debt through various methods including open market repurchases, negotiated block transactions, or otherwise, all or some of which may be effected through Rule 10b5-1 plans. Such transactions, if any, depend on prevailing market conditions, our liquidity and capital requirements, contractual restrictions, and other factors, and may involve material amounts.

OFF BALANCE SHEET ARRANGEMENTS

From January 1, 2023 through June 30, 2023, the Company has not entered into any material off-balance sheet arrangements or transactions with unconsolidated entities or other persons.

36


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISK

As of June 30, 2023, the Company had $2.5 billion in total debt principal outstanding. Note 8 — Debt in the Notes to Condensed Consolidated Financial Statements provides additional information regarding the Company’s outstanding debt obligations.

Approximately $278.6 million of the Company’s total debt outstanding as of June 30, 2023 was based on a floating base rate of interest, which potentially exposes the Company to increases in interest rates. However, we reduce our overall exposure to interest rate increases through our interest rate swap contract, which effectively converts the floating base interest rates on all of our variable rate borrowings to fixed rates.

FOREIGN CURRENCY RISK

A significant portion of our revenues are typically derived from sales outside of the United States. Among the major foreign currencies in which we conduct business are the Euro, the British Pound, the Japanese Yen, the Australian dollar and the Canadian dollar. The reporting currency of our Condensed Consolidated Financial Statements is the U.S. dollar. As the values of the foreign currencies in which we operate fluctuate over time relative to the U.S. dollar, the Company is exposed to both foreign currency translation and transaction risk.

Translation risk arises as our foreign currency assets and liabilities are translated into U.S. dollars because the functional currencies of our foreign operations are generally denominated in the local currency. Adjustments resulting from the translation of these assets and liabilities are deferred and recorded as a component of stockholders’ equity. A measure of the potential impact of foreign currency translation can be determined through a sensitivity analysis of our cash and cash equivalents. At June 30, 2023, we had $1.2 billion of cash and cash equivalents, with a substantial portion denominated in foreign currencies. If the exchange rates of the foreign currencies we hold all changed in comparison to the U.S. dollar by 10%, the amount of cash and cash equivalents we would have reported on June 30, 2023 could have increased or decreased by approximately $67.0 million. The translation of our foreign currency revenues and expenses historically has not had a material impact on our consolidated earnings because movements in and among the major currencies in which we operate tend to impact our revenues and expenses fairly equally. However, our earnings could be impacted during periods of significant exchange rate volatility, or when some or all of the major currencies in which we operate move in the same direction against the U.S. dollar.

Transaction risk arises when we enter into a transaction that is denominated in a currency that may differ from the local functional currency. As these transactions are translated into the local functional currency, a gain or loss may result, which is recorded in current period earnings. We typically enter into foreign currency forward exchange contracts to mitigate the effects of some of this foreign currency transaction risk. Our outstanding foreign currency forward exchange contracts as of June 30, 2023 had an immaterial net unrealized loss.
 
CREDIT RISK

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of short-term, highly liquid investments classified as cash equivalents, fees receivable, interest rate swap contracts and foreign currency forward exchange contracts. The majority of the Company’s cash and cash equivalents, interest rate swap contracts and foreign currency forward exchange contracts are with large investment grade commercial banks. Fees receivable balances deemed to be collectible from customers have limited concentration of credit risk due to our diverse customer base and geographic dispersion.

37


ITEM 4. CONTROLS AND PROCEDURES

We have established disclosure controls and procedures that are designed to ensure that the information we are required to disclose in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and such information is accumulated and communicated to our executive management team, including our chief executive officer and our chief financial officer, to allow timely decisions regarding required disclosure.

Management conducted an evaluation, as of June 30, 2023, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, under the supervision and with the participation of our chief executive officer and chief financial officer. Based upon that evaluation, our chief executive officer and chief financial officer have concluded that, as of June 30, 2023, the Company’s disclosure controls and procedures were effective.

There have been no changes in the Company’s internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.


38


PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are involved in legal and administrative proceedings and litigation arising in the ordinary course of business. We believe that the potential liability, if any, in excess of amounts already accrued from all proceedings, claims and litigation will not have a material effect on our financial position, cash flows or results of operations when resolved in a future period.

ITEM 1A. RISK FACTORS

There were no material changes to the risk factors disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no unregistered sales of equity securities during the period covered by this report.

Issuer Purchases of Equity Securities

In May 2015, the Company’s Board of Directors (the “Board”) authorized a share repurchase program to repurchase up to $1.2 billion of the Company’s common stock. The Board authorized incremental share repurchases of up to an additional $1.6 billion, $1.0 billion and $0.4 billion of the Company’s common stock during 2021, 2022, and February 2023, respectively. The Company may repurchase its common stock from time-to-time in amounts, at prices and in the manner that the Company deems appropriate, subject to the availability of stock, prevailing market conditions, the trading price of the stock, the Company’s financial performance and other conditions. Repurchases may be made through open market purchases (which may include repurchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended), accelerated share repurchases, private transactions or other transactions and will be funded by cash on hand and borrowings. Repurchases may also be made from time-to-time in connection with the settlement of the Company’s stock-based compensation awards. The table below summarizes the repurchases of our common stock during the three months ended June 30, 2023.
PeriodTotal
Number of
Shares
Purchased (#)
Average
Price Paid
Per Share ($)
Total Number of Shares Purchased Under Announced Programs (#)Maximum Approximate
Dollar Value of Shares
That May Yet Be Purchased
Under the Plans or Programs
(in thousands)
April 1, 2023 to April 30, 2023144,649 $306.73 144,294 $910,259 
May 1, 2023 to May 31, 2023234,758 311.24 217,944 842,727 
June 1, 2023 to June 30, 202344,426 342.18 41,494 $827,865 
Total for the quarter (1)423,833 $312.95 403,732 
(1)The repurchased shares during the three months ended June 30, 2023 included 20,101 shares purchased for the settlement of stock-based compensation awards and 403,732 shares purchased in the open market.

ITEM 5. OTHER INFORMATION

No director or Section 16 officer  i  i adopted /  or  i  i terminated /  a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a non-Rule 10b5–1 trading arrangement during the three months ended June 30, 2023.
39


ITEM 6. EXHIBITS
EXHIBIT
NUMBER
DESCRIPTION OF DOCUMENT
  
  
  
101.INS*Inline XBRL Instance Document.
101.SCH*Inline XBRL Taxonomy Extension Schema Document.
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*Cover Page Interactive Data File, formatted in Inline XBRL (included as Exhibit 101).
*     Filed with this report.
(1)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 6, 2005.
(2)    Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 5, 2021.
(3)    Incorporated by reference from the Company’s Proxy Statement (Schedule 14A) filed on April 17, 2023.


Items 3 and 4 of Part II are not applicable and have been omitted.

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 Gartner, Inc.
  
Date: August 1, 2023/s/ Craig W. Safian
 Craig W. Safian
 Executive Vice President and Chief Financial Officer
 (Principal Financial and Accounting Officer)

40

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
10/1/30
6/15/29
7/1/28
10/1/25
9/28/25
12/31/24
6/15/24
12/31/23
Filed on:8/1/238-K
7/31/23
7/28/23
7/1/23
For Period end:6/30/23
6/1/234,  8-K
5/31/234
5/1/23
4/30/23
4/17/23ARS,  DEF 14A,  DEFA14A
4/1/23
3/31/2310-Q
1/1/23
12/31/2210-K,  ARS
9/30/2210-Q
8/16/224
6/30/2210-Q
3/31/2210-Q
12/31/2110-K
12/15/214
6/18/218-K
5/5/214,  8-K
4/1/214
1/1/21
12/31/2010-K
9/28/208-K
6/30/2010-Q
6/22/208-K
3/12/20
7/6/054,  8-A12B,  8-K
 List all Filings 


3 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/17/23  Gartner Inc.                      DEF 14A               12:6.6M
 5/05/21  Gartner Inc.                      8-K:5       4/29/21   14:453K
 7/06/05  Gartner Inc.                      8-K:1,2,3,5 6/29/05    8:868K                                   Donnelley … Solutions/FA
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